ANY PRIOR REVOCATION, RESCISSION, TERMINATION OR REDUCTION. THE
OBLIGATIONS OF EACH GUARANTOR UNDER THIS PARAGRAPH SHALL SURVIVE TERMINATION OF
THIS GUARANTY.
10.SUBORDINATION. EACH GUARANTOR HEREBY SUBORDINATES THE PAYMENT OF ALL
OBLIGATIONS AND INDEBTEDNESS OF THE BORROWER OWING TO SUCH GUARANTOR, WHETHER
NOW EXISTING OR HEREAFTER ARISING, INCLUDING BUT NOT LIMITED TO ANY OBLIGATION
OF THE BORROWER TO SUCH GUARANTOR AS SUBROGEE OF ANY GUARANTEED PARTY OR
RESULTING FROM SUCH GUARANTOR'S PERFORMANCE UNDER THIS GUARANTY, TO THE PAYMENT
IN FULL IN CASH OF ALL GUARANTEED OBLIGATIONS; PROVIDED THAT, UNLESS AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, THE BORROWER MAY MAKE PAYMENTS WITH
RESPECT TO OBLIGATIONS AND INDEBTEDNESS OF THE BORROWER OWING TO SUCH GUARANTOR
AS PERMITTED BY THE CREDIT AGREEMENT AND ORDINARY COURSE PAYMENTS PURSUANT TO
THE BORROWER'S AND ITS SUBSIDIARIES' CASH MANAGEMENT SYSTEM. IF THE
ADMINISTRATIVE AGENT SO REQUESTS WHEN AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, SUBJECT TO THE INTERCREDITOR AGREEMENT, ANY SUCH OBLIGATION OR
INDEBTEDNESS OF THE BORROWER TO ANY GUARANTOR SHALL BE ENFORCED AND PERFORMANCE
RECEIVED BY SUCH GUARANTOR AS TRUSTEE FOR THE ADMINISTRATIVE AGENT AND THE
PROCEEDS THEREOF, AS WELL AS ANY OTHER AMOUNTS RECEIVED BY SUCH GUARANTOR IN
VIOLATION OF THIS SECTION, SHALL BE PAID OVER TO THE ADMINISTRATIVE AGENT (OR
ITS DESIGNEE) ON ACCOUNT OF THE GUARANTEED OBLIGATIONS, BUT WITHOUT REDUCING OR
AFFECTING IN ANY MANNER THE LIABILITY OF SUCH GUARANTOR UNDER THIS GUARANTY.
11.STAY OF ACCELERATION. IN THE EVENT THAT ACCELERATION OF THE TIME FOR PAYMENT
OF ANY OF THE GUARANTEED OBLIGATIONS IS STAYED, IN CONNECTION WITH ANY CASE
COMMENCED BY OR AGAINST THE BORROWER OR ANY GUARANTOR UNDER ANY DEBTOR RELIEF
LAWS, OR OTHERWISE, ALL SUCH AMOUNTS SHALL NONETHELESS BE PAYABLE BY SUCH
GUARANTOR IMMEDIATELY UPON DEMAND BY THE ADMINISTRATIVE AGENT.
12.CONDITION OF BORROWER. EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT IT HAS THE
SOLE RESPONSIBILITY FOR, AND HAS ADEQUATE MEANS OF, OBTAINING FROM THE BORROWER
AND ANY OTHER GUARANTOR SUCH INFORMATION CONCERNING THE FINANCIAL CONDITION,
BUSINESS AND OPERATIONS OF THE BORROWER AND ANY SUCH OTHER GUARANTOR AS SUCH
7
GUARANTOR REQUIRES, AND THAT NO GUARANTEED PARTY HAS A DUTY, AND SUCH GUARANTOR
IS NOT RELYING ON ANY GUARANTEED PARTY AT ANY TIME, TO DISCLOSE TO SUCH
GUARANTOR ANY INFORMATION RELATING TO THE BUSINESS, OPERATIONS OR FINANCIAL
CONDITION OF THE BORROWER OR ANY OTHER GUARANTOR (SUCH GUARANTOR WAIVING ANY
DUTY ON THE PART OF ANY GUARANTEED PARTIES TO DISCLOSE SUCH INFORMATION AND ANY
DEFENSE RELATING TO THE FAILURE TO PROVIDE THE SAME).
13.REPRESENTATIONS AND WARRANTIES. EACH GUARANTOR REPRESENTS AND WARRANTS THAT
EACH REPRESENTATION AND WARRANTY CONTAINED IN ARTICLE V OF THE CREDIT AGREEMENT
TO THE EXTENT SUCH REPRESENTATION AND WARRANTY RELATES TO SUCH GUARANTOR IS TRUE
AND CORRECT IN ALL MATERIAL RESPECTS (OR, WITH RESPECT TO REPRESENTATIONS AND
WARRANTIES QUALIFIED BY A MATERIALITY OR A MATERIAL ADVERSE EFFECT STANDARD, IN
ALL RESPECTS) TO THE EXTENT SET FORTH THEREIN AND EXCEPT FOR SUCH OF THOSE
REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED TO RELATE TO A SPECIFIC EARLIER
DATE, IN WHICH