BY ANY SUBSIDIARY GUARANTOR IS HEREBY SUBORDINATED IN RIGHT OF
PAYMENT TO THE PRIOR PAYMENT IN FULL OF THE OBLIGATIONS.
IF ANY AMOUNT SHALL
ERRONEOUSLY BE PAID TO ANY GUARANTOR ON ACCOUNT OF (I) SUCH SUBROGATION,
CONTRIBUTION, REIMBURSEMENT, INDEMNITY OR SIMILAR RIGHT OR (II) ANY SUCH
INDEBTEDNESS OF ANY OF THE BORROWERS, SUCH AMOUNT SHALL BE HELD IN TRUST FOR THE
BENEFIT OF THE SECURED PARTIES AND SHALL FORTHWITH BE PAID TO THE ADMINISTRATIVE
AGENT TO BE CREDITED AGAINST THE PAYMENT OF THE OBLIGATIONS, WHETHER MATURED OR
UNMATURED, IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS.
8.
INFORMATION.
EACH OF THE GUARANTORS
ASSUMES ALL RESPONSIBILITY FOR BEING AND KEEPING ITSELF INFORMED OF THE
FINANCIAL CONDITION AND ASSETS OF EACH OF THE BORROWERS, AND OF ALL OTHER
CIRCUMSTANCES BEARING UPON THE RISK OF NONPAYMENT OF THE OBLIGATIONS AND THE
NATURE, SCOPE AND EXTENT OF THE RISKS THAT SUCH GUARANTOR ASSUMES AND INCURS
HEREUNDER, AND AGREES THAT NONE OF THE ADMINISTRATIVE AGENT OR THE OTHER SECURED
PARTIES WILL HAVE ANY DUTY TO ADVISE ANY OF THE GUARANTORS OF INFORMATION KNOWN
TO IT OR ANY OF THEM REGARDING SUCH CIRCUMSTANCES OR RISKS.
4
9.
REPRESENTATIONS AND WARRANTIES.
EACH
OF THE GUARANTORS REPRESENTS AND WARRANTS AS TO ITSELF THAT ALL REPRESENTATIONS
AND WARRANTIES RELATING TO IT CONTAINED IN THE CREDIT AGREEMENT ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS.
10.
TERMINATION.
THE GUARANTEES MADE HEREUNDER
(A) SHALL TERMINATE WHEN ALL THE OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL
AND THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT AGREEMENT,
THE LC EXPOSURE HAS BEEN REDUCED TO ZERO AND THE ISSUING BANK HAS NO FURTHER
OBLIGATION TO ISSUE LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT AND (B) SHALL
CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME
PAYMENT, OR ANY PART THEREOF, OF ANY OBLIGATION IS RESCINDED OR MUST OTHERWISE
BE RESTORED BY ANY SECURED PARTY OR ANY GUARANTOR UPON THE BANKRUPTCY OR
REORGANIZATION OF ANY OF THE BORROWERS, ANY GUARANTOR OR OTHERWISE.
11.
BINDING EFFECT; SEVERAL AGREEMENT;
ASSIGNMENTS.
WHENEVER IN THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED
TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH
PARTY; AND ALL COVENANTS, PROMISES AND AGREEMENTS BY OR ON BEHALF OF THE
GUARANTORS THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE
BENEFIT OF EACH PARTY HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THIS
AGREEMENT SHALL BECOME EFFECTIVE AS TO ANY GUARANTOR WHEN A COUNTERPART HEREOF
EXECUTED ON BEHALF OF SUCH GUARANTOR SHALL HAVE BEEN DELIVERED TO THE
ADMINISTRATIVE AGENT, AND A COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON
BEHALF OF THE ADMINISTRATIVE AGENT, AND THEREAFTER SHALL BE BINDING UPON SUCH
GUARANTOR AND THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH GUARANTOR, THE ADMINISTRATIVE
AGENT AND THE OTHER SECURED PARTIES, AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, EXCEPT THAT NO GUARANTOR SHALL HAVE THE RIGHT TO ASSIGN ITS