(b) Upon the occurrence and during the continuance of an Event of Default under Article 7 of the Facility Agreement and Section 2(c)(v)(C) of the Convertible Notes, the Required Lenders may direct the Agent to declare the Guaranteed Obligations due and payable hereunder, in which case, each Guarantor shall be obligated to satisfy the Guaranteed Obligations within five (5) Business Days following receipt of notice from the Agent or the Required Lenders, and the Agent and the Lender Parties shall be entitled to enforce all Guaranteed Obligations of the Guarantor hereunder after such due date.
SECTION 2. Guaranteed Obligations Not Affected. To the fullest extent permitted by applicable Laws, each Guarantor waives presentment to, demand of payment from, and protest to, any Loan Party of any of the Guaranteed Obligations, and also waives notice of acceptance of this Guaranty, notice of protest for nonpayment and all other notices of any kind. To the fullest extent permitted by applicable Laws, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Agent or any other Lender Party to assert any claim or demand or to enforce or exercise any right or remedy against any Loan Party under the provisions of the Facility Agreement, any other Facility Document or otherwise or against any other party with respect to any of the Guaranteed Obligations or (b) any rescission, waiver (except the effect of any waiver obtained pursuant to Section 17(b)), amendment or modification of, or any release from, any of the terms or provisions of this Guaranty, any other Facility Document or any other agreement, with respect to any Loan Party or with respect to the Guaranteed Obligations, or (c) the lack of legal existence of any Loan Party or legal obligation to discharge any of the Guaranteed Obligations by any Loan Party for any reason whatsoever, including, without limitation, in any insolvency, bankruptcy or reorganization of any Loan Party.
SECTION 3. [Reserved].
SECTION 4. Guaranty of Payment. Each of the Guarantors further agrees that this Guaranty constitutes a guaranty of payment and performance when due of all Guaranteed Obligations (without limiting the application of Section 5 of this Guaranty) and not of collection and, to the fullest extent permitted by applicable Laws, waives any right to require that any resort be had by the Agent or any other Lender Party to any assets of any Loan Party or to any other guarantor of all or part of the Guaranteed Obligations. Any payment required to be made by the Guarantors hereunder may be required by the Agent or any other Lender Party on any number of occasions and shall be payable to the Agent, for the benefit of the Agent and the other Lender Parties, in the manner provided in the Facility Agreement.
SECTION 5. Indemnification. Without limiting any of their indemnification obligations under the Facility Agreement or the other Facility Documents, and without duplication of any indemnification provided for under the Facility Agreement or the other Facility Documents, each of the Guarantors, jointly and severally, shall indemnify the Lender Parties and each of their Subsidiaries and Affiliates, and each of their respective stockholders, directors, officers, employees, agents, attorneys, and advisors (each such Person being called an Indemnitee), against, and hold each Indemnitee harmless from, any and all damages, actual out-of-pocket losses, claims, actions, causes of action, settlement payments, obligations, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, incurred, suffered, sustained or required to be paid by, or asserted against, any Indemnitee arising out of, in any way connected with, or as a result of, (i) the execution or delivery of this Guaranty, the Facility Agreement or any other Facility Document or any other agreement or instrument contemplated hereby, the performance by the Guarantors of their respective obligations thereunder, or the consummation of the transactions contemplated by the Facility Agreement and the other Facility Documents or any other transactions contemplated hereby or thereby, or (ii) any actual or prospective claim, litigation, investigation or proceeding relating to or arising from any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided, however, such indemnity shall not, as to any Indemnitee, be available to the extent that such