THE
GUARANTEED OBLIGATIONS.
SECTION 1.7.
EFFECT OF BANKRUPTCY. IN THE
EVENT THAT, PURSUANT TO ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION,
RECEIVERSHIP, ADMINISTRATION OR OTHER DEBTOR RELIEF LAW, OR ANY JUDGMENT, ORDER
OR DECISION THEREUNDER, THE AGENT OR ANY LENDER MUST RESCIND OR RESTORE ANY
PAYMENT, OR ANY PART THEREOF, RECEIVED BY THE AGENT OR ANY LENDER IN
SATISFACTION OF THE GUARANTEED OBLIGATIONS, AS SET FORTH HEREIN, ANY PRIOR
RELEASE OR DISCHARGE FROM THE TERMS OF THIS GUARANTY GIVEN TO ANY GUARANTOR BY
THE AGENT SHALL BE WITHOUT EFFECT, AND THIS GUARANTY SHALL REMAIN IN FULL FORCE
AND EFFECT. IT IS THE INTENTION OF EACH GUARANTOR THAT SUCH GUARANTOR'S
OBLIGATIONS HEREUNDER SHALL NOT BE DISCHARGED EXCEPT BY SUCH GUARANTOR'S
PERFORMANCE OF SUCH OBLIGATIONS AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE.
SECTION 1.8.
WAIVER OF SUBROGATION,
REIMBURSEMENT AND CONTRIBUTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS GUARANTY AND WITHOUT LIMITATION TO ANY OTHER WAIVERS CONTAINED
IN THIS GUARANTY, EACH GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES,
RELEASES AND ABROGATES ANY AND ALL RIGHTS IT MAY NOW OR HEREAFTER HAVE UNDER ANY
AGREEMENT, AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW
SUBROGATING SUCH GUARANTOR TO THE RIGHTS OF THE AGENT OR THE LENDERS), TO ASSERT
ANY CLAIM AGAINST OR SEEK CONTRIBUTION, INDEMNIFICATION OR ANY OTHER FORM OF
REIMBURSEMENT FROM THE BORROWER OR ANY OTHER PARTY LIABLE FOR PAYMENT OF ANY OR
ALL OF THE GUARANTEED OBLIGATIONS FOR ANY PAYMENT MADE BY SUCH GUARANTOR UNDER
OR IN CONNECTION WITH THIS GUARANTY OR OTHERWISE UNTIL NINETY ONE (91) DAYS
AFTER THE AGENT HAS RECEIVED PAYMENT IN FULL OF THE OBLIGATIONS.
4
ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING OR
DISCHARGING GUARANTOR'S OBLIGATIONS
Each Guarantor hereby consents and agrees to each of the following, and agrees
that such Guarantor's obligations under this Guaranty shall not be released,
diminished, impaired, reduced or adversely affected by any of the following, and
without limitation to any other waivers contained in this Guaranty waives any
common law, equitable, statutory or other rights (including without limitation
rights to notice) which the Guarantor might otherwise have as a result of or in
connection with any of the following:
SECTION 2.1.
MODIFICATIONS. ANY RENEWAL,
EXTENSION, INCREASE, MODIFICATION, ALTERATION OR REARRANGEMENT OF ALL OR ANY
PART OF THE GUARANTEED OBLIGATIONS, THE CREDIT AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR ANY OTHER DOCUMENT, INSTRUMENT, CONTRACT OR UNDERSTANDING BETWEEN
THE BORROWERS AND THE AGENT OR ANY LENDER, OR ANY OTHER PARTIES, PERTAINING TO
THE GUARANTEED OBLIGATIONS OR ANY FAILURE OF THE AGENT TO NOTIFY THE GUARANTOR
OF ANY SUCH ACTION.
SECTION 2.2.
ADJUSTMENT. ANY ADJUSTMENT,
INDULGENCE, FORBEARANCE OR COMPROMISE THAT MIGHT BE GRANTED OR GIVEN BY THE
AGENT OR ANY LENDER TO ANY BORROWER OR ANY OTHER GUARANTOR.
SECTION 2.3.
CONDITION OF BORROWERS OR
GUARANTORS. (A) THE INSOLVENCY, BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
ADJUSTMENT, COMPOSITION, LIQUIDATION, DISABILITY, DISSOLUTION, ADMINISTRATION,
RECEIVERSHIP OR LACK OF POWER OF ANY BORROWER, ANY GUARANTOR, ANY OTHER
GUARANTOR OR ANY OTHER PARTY AT ANY TIME LIABLE FOR THE PAYMENT OF ALL OR