INTERCREDITOR AGREEMENT AS REVOLVING FACILITY AGENT AND ON BEHALF OF SUCH
LENDER.
THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE LENDERS
UNDER THIS AGREEMENT TO EXTEND CREDIT AND SUCH LENDERS ARE INTENDED THIRD PARTY
BENEFICIARIES OF SUCH PROVISIONS AND THE PROVISIONS OF THE INTERCREDITOR
AGREEMENT.
ARTICLE X
Loan Guaranty
SECTION 10.01. GUARANTY.
EACH LOAN GUARANTOR HEREBY AGREES THAT IT IS JOINTLY
AND SEVERALLY LIABLE FOR, AND, AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY, AND
ABSOLUTELY AND UNCONDITIONALLY GUARANTEES TO THE LENDERS THE PROMPT PAYMENT WHEN
DUE, WHETHER AT STATED MATURITY, UPON ACCELERATION OR OTHERWISE, AND AT ALL
TIMES THEREAFTER, OF THE SECURED OBLIGATIONS (COLLECTIVELY THE "GUARANTEED
OBLIGATIONS"). EACH LOAN GUARANTOR FURTHER AGREES THAT THE GUARANTEED
OBLIGATIONS MAY BE EXTENDED OR RENEWED IN WHOLE OR IN PART WITHOUT NOTICE TO OR
FURTHER ASSENT FROM IT, AND THAT IT REMAINS BOUND UPON ITS GUARANTEE
NOTWITHSTANDING ANY SUCH EXTENSION OR RENEWAL.
SECTION 10.02. GUARANTY OF PAYMENT.
THIS LOAN GUARANTY IS A GUARANTY OF PAYMENT
AND NOT OF COLLECTION. EACH LOAN GUARANTOR WAIVES ANY RIGHT TO REQUIRE THE
AGENT, ANY ISSUING BANK OR ANY LENDER TO SUE THE BORROWER, ANY LOAN GUARANTOR,
ANY OTHER GUARANTOR, OR ANY OTHER PERSON OBLIGATED FOR ALL OR ANY PART OF THE
GUARANTEED OBLIGATIONS (EACH, AN "OBLIGATED PARTY"), OR OTHERWISE TO ENFORCE ITS
PAYMENT AGAINST ANY COLLATERAL SECURING ALL OR ANY PART OF THE GUARANTEED
OBLIGATIONS.
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SECTION 10.03. NO DISCHARGE OR DIMINISHMENT OF LOAN GUARANTY.
(A)
EXCEPT AS
OTHERWISE PROVIDED FOR HEREIN, THE OBLIGATIONS OF EACH LOAN GUARANTOR HEREUNDER
ARE UNCONDITIONAL AND ABSOLUTE AND NOT SUBJECT TO ANY REDUCTION, LIMITATION,
IMPAIRMENT OR TERMINATION FOR ANY REASON (OTHER THAN THE INDEFEASIBLE PAYMENT IN
FULL IN CASH OF THE GUARANTEED OBLIGATIONS), INCLUDING:
(I) ANY CLAIM OF
WAIVER, RELEASE, EXTENSION, RENEWAL, SETTLEMENT, SURRENDER, ALTERATION, OR
COMPROMISE OF ANY OF THE GUARANTEED OBLIGATIONS, BY OPERATION OF LAW OR
OTHERWISE; (II) ANY CHANGE IN THE CORPORATE EXISTENCE, STRUCTURE OR OWNERSHIP OF
THE BORROWER OR ANY OTHER GUARANTOR OF OR OTHER PERSON LIABLE FOR ANY OF THE
GUARANTEED OBLIGATIONS; (III) ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION OR
OTHER SIMILAR PROCEEDING AFFECTING ANY OBLIGATED PARTY, OR THEIR ASSETS OR ANY
RESULTING RELEASE OR DISCHARGE OF ANY OBLIGATION OF ANY OBLIGATED PARTY; OR (IV)
THE EXISTENCE OF ANY CLAIM, SETOFF OR OTHER RIGHTS WHICH ANY LOAN GUARANTOR MAY
HAVE AT ANY TIME AGAINST ANY OBLIGATED PARTY, THE AGENT, ANY ISSUING BANK, ANY
LENDER, OR ANY OTHER PERSON, WHETHER IN CONNECTION HEREWITH OR IN ANY UNRELATED
TRANSACTIONS.
(B) THE OBLIGATIONS OF EACH LOAN GUARANTOR HEREUNDER ARE NOT SUBJECT TO ANY
DEFENSE OR SETOFF, COUNTERCLAIM, RECOUPMENT, OR TERMINATION WHATSOEVER BY REASON
OF THE INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY OF ANY OF THE GUARANTEED
OBLIGATIONS OR OTHERWISE, OR ANY PROVISION OF APPLICABLE LAW OR REGULATION
PURPORTING TO PROHIBIT PAYMENT BY ANY OBLIGATED PARTY, OF THE GUARANTEED
OBLIGATIONS OR ANY PART THEREOF.
(C) FURTHER, THE OBLIGATIONS OF ANY LOAN GUARANTOR HEREUNDER ARE NOT DISCHARGED
OR IMPAIRED OR OTHERWISE AFFECTED BY: (I) THE FAILURE OF THE AGENT, ANY ISSUING
BANK