"OBLIGATED PARTY"), BEFORE REQUIRING
GUARANTOR TO PAY THE FULL AMOUNT OF THE GUARANTEED OBLIGATIONS.
WITHOUT
IMPAIRING THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY BANK AGAINST THE
GUARANTOR, THE BORROWER OR ANY OTHER OBLIGATED PARTY, SUIT MAY BE BROUGHT AND
MAINTAINED AGAINST THE GUARANTOR AT THE ELECTION OF THE ADMINISTRATIVE AGENT OR
ANY BANK WITH OR WITHOUT JOINDER OF THE BORROWER, OR ANY OTHER OBLIGATED PARTY,
ANY RIGHT TO ANY SUCH JOINDER BEING HEREBY WAIVED BY THE GUARANTOR.
SECTION 4.04.ACKNOWLEDGMENTS AND REPRESENTATIONS.
THE GUARANTOR ACKNOWLEDGES
AND REPRESENTS TO THE ADMINISTRATIVE AGENT AND EACH BANK THAT IT IS RECEIVING
DIRECT AND INDIRECT FINANCIAL AND OTHER BENEFITS AS A RESULT OF THIS ARTICLE IV;
REPRESENTS TO THE ADMINISTRATIVE AGENT AND EACH BANK THAT AFTER GIVING EFFECT TO
THIS ARTICLE IV AND THE CONTINGENT OBLIGATIONS EVIDENCED HEREBY IT IS, AND WILL
BE, SOLVENT; ACKNOWLEDGES THAT IT WILL DERIVE SUBSTANTIAL DIRECT AND INDIRECT
BENEFIT FROM THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; ACKNOWLEDGES THAT
ITS LIABILITY HEREUNDER
35
SHALL BE CUMULATIVE AND IN ADDITION TO ANY OTHER LIABILITY OR OBLIGATION TO THE
ADMINISTRATIVE AGENT AND EACH BANK, WHETHER THE SAME IS INCURRED THROUGH THE
EXECUTION OF A NOTE, A SIMILAR GUARANTY, THROUGH ENDORSEMENT, OR OTHERWISE;
ACKNOWLEDGES THAT NEITHER THE ADMINISTRATIVE AGENT, ANY BANK NOR ANY OFFICER,
EMPLOYEE, AGENT, ATTORNEY OR OTHER REPRESENTATIVE OF ANY OF THEM HAS MADE ANY
REPRESENTATION, WARRANTY OR STATEMENT TO THE GUARANTOR TO INDUCE IT TO EXECUTE
THIS AGREEMENT; AND ACKNOWLEDGES THAT IT HAS MADE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO THIS AGREEMENT AND UNDERTAKE THE GUARANTY SET FORTH IN
THIS ARTICLE IV.
SECTION 4.05.SUBORDINATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, ANY RIGHT, CLAIM OR ACTION WHICH THE GUARANTOR MAY HAVE AGAINST THE
BORROWER OR ANY OTHER OBLIGATED PARTY ARISING OUT OF OR IN CONNECTION WITH THE
GUARANTY SET FORTH IN THIS ARTICLE IV OR ANY OTHER DOCUMENT EVIDENCING OR
SECURING THE GUARANTEED OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY RIGHT OR
CLAIM OF SUBROGATION, CONTRIBUTION, REIMBURSEMENT, EXONERATION OR INDEMNITY,
SHALL BE SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF ANY AMOUNTS THEN DUE UNDER
THIS AGREEMENT OR THE NOTES.
IF ANY AMOUNT SHALL BE PAID TO THE GUARANTOR ON
ACCOUNT OF ANY SUCH SUBROGATION, REIMBURSEMENT, EXONERATION OR INDEMNITY
NOTWITHSTANDING THE FOREGOING SUBORDINATION, SUCH AMOUNT SHALL BE HELD IN TRUST
FOR THE BENEFIT OF THE BANKS AND SHALL FORTHWITH BE PAID TO THE ADMINISTRATIVE
AGENT TO BE CREDITED AND APPLIED UPON THE GUARANTEED OBLIGATIONS THEN DUE.
SECTION 4.06.GUARANTY ABSOLUTE.
THE GUARANTOR HEREBY AGREES THAT ITS
OBLIGATIONS UNDER THIS AGREEMENT SHALL BE ABSOLUTE AND UNCONDITIONAL,
IRRESPECTIVE OF (A) THE VALIDITY OR ENFORCEABILITY OF THE GUARANTEED OBLIGATIONS
OR OF THE NOTES, OR ANY OTHER CREDIT DOCUMENT EVIDENCING ALL OR ANY PART OF THE
GUARANTEED OBLIGATIONS, (B) THE ABSENCE OF ANY ATTEMPT TO COLLECT THE GUARANTEED
OBLIGATIONS FROM THE BORROWER OR ANY OTHER OBLIGATED PARTY OR OTHER ACTION TO
ENFORCE THE SAME, (C) THE WAIVER OR CONSENT BY THE ADMINISTRATIVE AGENT AND/OR
ANY BANK WITH RESPECT TO ANY PROVISION OF ANY