ELECTION TO PARTICIPATE HAS BEEN DULY
EXECUTED AND DELIVERED BY SUCH ELIGIBLE SUBSIDIARY, AND THIS AGREEMENT
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF SUCH ELIGIBLE SUBSIDIARY
ENFORCEABLE AGAINST SUCH ELIGIBLE SUBSIDIARY IN ACCORDANCE WITH ITS TERMS,
SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL
PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY
OR AT LAW.
SECTION 10.04.
TAXES.
EXCEPT AS DISCLOSED IN SUCH ELECTION TO PARTICIPATE,
THERE IS NO INCOME, STAMP OR OTHER TAX OF ANY COUNTRY, OR ANY TAXING AUTHORITY
THEREOF OR THEREIN, IMPOSED BY OR IN THE NATURE OF WITHHOLDING OR OTHERWISE,
WHICH IS IMPOSED ON ANY PAYMENT TO BE MADE BY SUCH ELIGIBLE SUBSIDIARY PURSUANT
HERETO, OR IS IMPOSED ON OR BY VIRTUE OF THE EXECUTION, DELIVERY OR ENFORCEMENT
OF ITS ELECTION TO PARTICIPATE.
ARTICLE 11
GUARANTY
SECTION 11.01.
THE GUARANTY.
THE COMPANY HEREBY UNCONDITIONALLY AND ABSOLUTELY
GUARANTEES THE FULL AND PUNCTUAL PAYMENT (WHETHER AT STATED MATURITY, UPON
ACCELERATION OR OTHERWISE) OF THE PRINCIPAL OF AND INTEREST ON EACH LOAN MADE TO
AND EACH OBLIGATION TO REIMBURSE ANY LC DISBURSEMENT INCURRED BY EACH OTHER
BORROWER PURSUANT TO THIS AGREEMENT, AND THE FULL AND PUNCTUAL PAYMENT OF ALL
OTHER AMOUNTS PAYABLE BY EACH OTHER BORROWER UNDER THIS AGREEMENT.
UPON FAILURE
BY ANY OTHER BORROWER TO PAY PUNCTUALLY ANY SUCH AMOUNT, THE COMPANY AGREES THAT
IT SHALL FORTHWITH ON DEMAND PAY THE AMOUNT NOT SO PAID AT THE PLACE AND IN THE
MANNER SPECIFIED IN THIS AGREEMENT.
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SECTION 11.02.
GUARANTY UNCONDITIONAL.
THE OBLIGATIONS OF THE COMPANY
HEREUNDER SHALL BE UNCONDITIONAL, IRREVOCABLE AND ABSOLUTE AND, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, SHALL NOT BE RELEASED, DISCHARGED OR OTHERWISE
AFFECTED BY:
(A)
ANY EXTENSION, RENEWAL, SETTLEMENT, COMPROMISE,
WAIVER OR RELEASE IN RESPECT OF ANY OBLIGATION OF ANY BORROWER OR ANY OTHER
PERSON UNDER ANY LOAN DOCUMENT OR BY OPERATION OF LAW OR OTHERWISE (EXCEPT TO
THE EXTENT THE FOREGOING EXPRESSLY RELEASES THE COMPANY'S OBLIGATIONS UNDER THIS
ARTICLE 11);
(B)
ANY MODIFICATION OR AMENDMENT OF OR SUPPLEMENT TO
ANY LOAN DOCUMENT (OTHER THAN ANY MODIFICATION, AMENDMENT OR SUPPLEMENT OF THIS
ARTICLE 11 EFFECTED IN ACCORDANCE WITH SECTION 12.02);
(C)
ANY RELEASE, IMPAIRMENT, NON-PERFECTION OR
INVALIDITY OF ANY DIRECT OR INDIRECT SECURITY FOR ANY OBLIGATION OF ANY BORROWER
OR ANY OTHER PERSON UNDER ANY LOAN DOCUMENT;
(D)
ANY CHANGE IN THE CORPORATE EXISTENCE, STRUCTURE
OR OWNERSHIP OF ANY BORROWER OR ANY OTHER PERSON OR ANY INSOLVENCY, BANKRUPTCY,
REORGANIZATION OR OTHER SIMILAR PROCEEDING AFFECTING ANY BORROWER OR ANY OTHER
PERSON OR ITS ASSETS OR ANY RESULTING RELEASE OR DISCHARGE OF ANY OBLIGATION OF
ANY BORROWER OR ANY OTHER PERSON CONTAINED IN ANY LOAN DOCUMENT;
(E)
THE EXISTENCE OF ANY CLAIM, SET-OFF OR OTHER
RIGHTS WHICH THE COMPANY MAY HAVE AT ANY TIME AGAINST ANY OTHER BORROWER, THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER PERSON, WHETHER IN CONNECTION
HEREWITH OR WITH ANY UNRELATED TRANSACTIONS; PROVIDED THAT NOTHING HEREIN SHALL
PREVENT THE ASSERTION OF ANY SUCH