ANY BORROWER OWING TO SUCH GUARANTOR,
WHETHER NOW EXISTING OR HEREAFTER ARISING, INCLUDING BUT NOT LIMITED TO ANY
OBLIGATION OF A BORROWER TO SUCH GUARANTOR AS SUBROGEE OF ANY GUARANTEED PARTY
OR RESULTING FROM SUCH GUARANTOR'S PERFORMANCE UNDER THIS GUARANTY, TO THE
INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL GUARANTEED OBLIGATIONS; PROVIDED
THAT A BORROWER MAY MAKE ORDINARY COURSE PAYMENTS PURSUANT TO SUCH BORROWER'S
AND ITS SUBSIDIARIES' CASH MANAGEMENT SYSTEM UNLESS AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING. IF THE ADMINISTRATIVE AGENT SO REQUESTS WHEN AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, ANY SUCH OBLIGATION OR
INDEBTEDNESS OF ANY BORROWER TO ANY GUARANTOR SHALL BE ENFORCED, BUT WITHOUT
REDUCING OR AFFECTING IN ANY MANNER THE LIABILITY OF SUCH GUARANTOR UNDER THIS
GUARANTY.
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ARTICLE XXII.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 ANY BORROWER OR ANY GUARANTOR UNDER ANY
DEBTOR RELIEF LAWS, OR OTHERWISE, ALL SUCH AMOUNTS SHALL NONETHELESS BE PAYABLE
BY SUCH GUARANTOR PROMPTLY UPON DEMAND BY THE ADMINISTRATIVE AGENT.
ARTICLE XXIII.12. CONDITION OF BORROWERS. EACH GUARANTOR ACKNOWLEDGES AND AGREES
THAT IT HAS THE SOLE RESPONSIBILITY FOR, AND HAS ADEQUATE MEANS OF, OBTAINING
FROM THE BORROWERS AND ANY OTHER GUARANTOR SUCH INFORMATION CONCERNING THE
FINANCIAL CONDITION, BUSINESS AND OPERATIONS OF THE BORROWERS AND ANY SUCH OTHER
GUARANTOR AS SUCH 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 BORROWERS OR ANY OTHER GUARANTOR (THE 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).
ARTICLE XXIV.13. REPRESENTATIONS AND WARRANTIES. EACH GUARANTOR REPRESENTS AND
WARRANTS THAT EACH REPRESENTATION AND WARRANTY CONTAINED IN ARTICLE V OF THE
CREDIT AGREEMENT RELATING TO SUCH GUARANTOR IS TRUE AND CORRECT IN ALL MATERIAL
RESPECTS (OR, WITH RESPECT TO REPRESENTATIONS AND WARRANTIES MODIFIED BY
MATERIALITY STANDARDS, IN ALL RESPECTS) AS IF MADE BY SUCH GUARANTOR HEREIN.
ARTICLE XXV.14. AMENDMENTS, WAIVERS AND CONSENTS. NONE OF THE TERMS OR
PROVISIONS OF THIS GUARANTY MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED, NOR ANY CONSENT BE GIVEN, EXCEPT IN ACCORDANCE WITH SECTION 11.01 OF
THE CREDIT AGREEMENT.
ARTICLE XXVI.15. NOTICES. ALL NOTICES AND COMMUNICATIONS HEREUNDER OR UNDER ANY
JOINDER AGREEMENT SHALL BE GIVEN TO THE ADDRESSES AND OTHERWISE MADE IN
ACCORDANCE WITH SECTION 11.02 OF THE CREDIT AGREEMENT; PROVIDED THAT NOTICES AND
COMMUNICATIONS TO THE GUARANTORS SHALL BE DIRECTED TO THE GUARANTORS, AT THE
ADDRESS OF HOLDINGS SET FORTH IN SCHEDULE 11.02 OF THE CREDIT AGREEMENT.
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ARTICLE XXVII.16. EXPENSES; INDEMNIFICATION AND SURVIVAL. THE GUARANTORS SHALL,
JOINTLY AND SEVERALLY, (A) PAY ALL DOCUMENTED OUT-OF-POCKET EXPENSES (INCLUDING
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE
AGENT) INCURRED BY THE ADMINISTRATIVE