TRANSACTION WITH, THE BORROWER OR ANY OTHER PERSON, (V) RELEASE, COMPOUND OR
VARY THE LIABILITY OF THE BORROWER OR ANY OTHER PERSON LIABLE IN ANY MANNER
UNDER OR IN RESPECT OF THE GUARANTEED OBLIGATIONS, (VI) TAKE OR ABSTAIN FROM
TAKING SECURITIES OR COLLATERAL FROM ANY OTHER PERSON, OR FROM PERFECTING
SECURITIES OR COLLATERAL OF ANY OTHER PERSON, (VII) EXERCISE OR ENFORCE OR
REFRAIN FROM EXERCISING OR ENFORCING ANY RIGHT OR SECURITY AGAINST THE BORROWER,
THE GUARANTORS OR ANY OTHER PERSON, (VIII) ACCEPT COMPROMISES OR ARRANGEMENT
FROM ANY PERSON, (IX) APPLY ANY SUMS FROM TIME TO TIME RECEIVED TO THE
GUARANTEED OBLIGATIONS, OR ANY PART THEREOF, AND CHANGE ANY SUCH APPLICATION IN
WHOLE OR IN PART FROM TIME TO TIME, (X) OTHERWISE DEAL WITH, OR WAIVER OR MODIFY
THEIR RIGHT TO DEAL WITH, ANY PERSON AND SECURITY.
IN THEIR DEALINGS WITH THE
BORROWER, THE ADMINISTRATIVE AGENT AND THE CREDIT PARTIES NEED NOT ENQUIRE INTO
THE AUTHORITY OR POWER OF ANY PERSON PURPORTING TO ACT FOR OR ON BEHALF OF THE
BORROWER.
SECTION 2.11.
SUCCESSORS OF THE BORROWER. THE GUARANTEE MADE UNDER THIS
AGREEMENT WILL NOT BE REVOKED BY ANY CHANGE IN THE CONSTITUTION OF THE BORROWER.
SECTION 2.12.
CONTINUING GUARANTEE AND CONTINUING OBLIGATIONS.
THE OBLIGATION
OF THE GUARANTORS UNDER SECTION 2.01.
IS A CONTINUING GUARANTEE, AND THE
OBLIGATIONS OF THE GUARANTORS UNDER SECTION 2.02.
AND SECTION 2.03.
ARE
CONTINUING OBLIGATIONS.
EACH OF SECTION 2.01.
, SECTION 2.02.
AND
SECTION 2.03.
EXTENDS TO ALL PRESENT AND FUTURE GUARANTEED OBLIGATIONS, APPLIES
TO AND SECURES THE ULTIMATE BALANCE OF THE GUARANTEED OBLIGATIONS DUE OR
REMAINING DUE TO THE ADMINISTRATIVE AGENT AND THE CREDIT PARTIES AND IS BINDING
AS A CONTINUING OBLIGATION OF THE GUARANTORS UNTIL THE ADMINISTRATIVE AGENT AND
THE CREDIT PARTIES RELEASE THE GUARANTORS.
THIS AGREEMENT WILL CONTINUE TO BE
EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME ANY PAYMENT OF
ANY OF THE GUARANTEED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RETURNED BY
THE ADMINISTRATIVE AGENT OR THE CREDIT PARTIES UPON THE INSOLVENCY, BANKRUPTCY
OR REORGANIZATION OF THE BORROWER OR OTHERWISE, ALL AS THOUGH THE PAYMENT HAD
NOT BEEN MADE.
ARTICLE III
INDEMNITY, SUBROGATION AND SUBORDINATION
SECTION 3.01.
INDEMNITY AND SUBROGATION.
IN ADDITION TO ALL SUCH RIGHTS OF
INDEMNITY AND SUBROGATION AS THE GUARANTORS MAY HAVE UNDER APPLICABLE LAW (BUT
SUBJECT TO SECTION 3.03.
) IN RESPECT OF ANY PAYMENT HEREUNDER, THE BORROWER
AGREES THAT (A) IN THE EVENT A PAYMENT OF ANY OBLIGATION OF THE BORROWER SHALL
BE MADE BY ANY GUARANTOR UNDER THIS AGREEMENT, THE BORROWER SHALL INDEMNIFY SUCH
GUARANTOR FOR THE FULL AMOUNT OF SUCH PAYMENT AND SUCH GUARANTOR SHALL BE
SUBROGATED TO THE RIGHTS OF THE PERSON TO WHOM SUCH PAYMENT SHALL HAVE BEEN MADE
TO THE EXTENT OF SUCH PAYMENT AND (B) IN THE EVENT ANY ASSETS OF ANY GUARANTOR
SHALL BE SOLD PURSUANT TO ANY SECURITY DOCUMENT TO SATISFY IN WHOLE OR IN PART A
SECURED OBLIGATION (AS DEFINED IN THE SECURITY AGREEMENT) OWED TO ANY CREDIT
PARTY, THE BORROWER SHALL