and each
party has notified the Lender by facsimile transmission or telephone that it has
taken such action.
ARTICLE XIII
GUARANTY
13.1.
GUARANTY. EACH GUARANTOR (OTHER THAN THE FOREIGN
SUBSIDIARIES; EACH TO BE REFERRED TO IN THIS ARTICLE XIII AS A GUARANTOR AND
COLLECTIVELY AS THE GUARANTORS) HEREBY AGREES THAT IT IS JOINTLY AND SEVERALLY
LIABLE FOR, AND, AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY, ABSOLUTELY AND
UNCONDITIONALLY GUARANTEES TO THE LENDER THE PROMPT PAYMENT WHEN DUE, WHETHER AT
STATED MATURITY, UPON ACCELERATION OR OTHERWISE, AND AT ALL TIMES THEREAFTER, OF
THE SECURED OBLIGATIONS AND ALL COSTS AND EXPENSES INCLUDING ALL COURT COSTS AND
ATTORNEYS' AND PARALEGALS' FEES (INCLUDING ALLOCATED COSTS
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OF IN-HOUSE COUNSEL AND PARALEGALS) AND EXPENSES PAID OR INCURRED BY THE LENDER
IN ENDEAVORING TO COLLECT ALL OR ANY PART OF THE SECURED OBLIGATIONS FROM, OR IN
PROSECUTING ANY ACTION AGAINST, ANY BORROWER, ANY GUARANTOR OR ANY OTHER
GUARANTOR OF ALL OR ANY PART OF THE SECURED OBLIGATIONS (SUCH COSTS AND
EXPENSES, TOGETHER WITH THE SECURED OBLIGATIONS, COLLECTIVELY THE "GUARANTEED
OBLIGATIONS"). EACH 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.
13.2.
Guaranty of Payment.
This Guaranty is a guaranty
of payment and not of collection. Each Guarantor waives any right to require the
Lender to sue any Borrower, any Guarantor, any other guarantor, or any other
person obligated for all or any part of the Guaranteed Obligations, or otherwise
to enforce its payment against any collateral securing all or any part of the
Guaranteed Obligations.
13.3.
No Discharge or Diminishment of Guaranty.
(O)
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN AND
TO THE EXTENT PROVIDED FOR HEREIN, THE OBLIGATIONS OF EACH 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 ANY 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 BORROWER, ANY GUARANTOR, OR ANY OTHER
GUARANTOR OF OR OTHER PERSON LIABLE FOR ANY OF THE GUARANTEED OBLIGATIONS, OR
THEIR ASSETS OR ANY RESULTING RELEASE OR DISCHARGE OF ANY OBLIGATION OF ANY
BORROWER, ANY GUARANTOR, OR ANY OTHER GUARANTOR OF OR OTHER PERSON LIABLE FOR
ANY OF THE GUARANTEED OBLIGATIONS; OR
(IV)
THE EXISTENCE OF ANY CLAIM, SETOFF OR OTHER
RIGHTS WHICH ANY GUARANTOR MAY HAVE AT ANY TIME AGAINST ANY BORROWER, ANY
GUARANTOR, ANY OTHER GUARANTOR OF THE GUARANTEED OBLIGATIONS, THE LENDER, OR ANY
OTHER PERSON, WHETHER IN CONNECTION HEREWITH OR IN ANY UNRELATED TRANSACTIONS.
(P)