and as due,
including payments in respect of reimbursement of disbursements, interest
thereon (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) and obligations to provide cash
collateral, and (c) all other monetary obligations of the Borrower to any of the
Credit Parties under the Credit Agreement and each of the other Loan Documents,
including obligations to pay fees, expense reimbursement obligations and
indemnification obligations, whether primary, secondary, direct, contingent,
fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding).
ARTICLE XI
GUARANTEE
SECTION 11.01.
GUARANTEE.
PARENT UNCONDITIONALLY GUARANTEES, AS A PRIMARY
OBLIGOR AND NOT MERELY AS A SURETY, THE DUE AND PUNCTUAL PAYMENT OF THE
OBLIGATIONS.
PARENT FURTHER AGREES THAT THE OBLIGATIONS MAY BE EXTENDED OR
RENEWED, IN WHOLE OR IN PART, WITHOUT NOTICE TO OR FURTHER ASSENT FROM IT, AND
THAT IT WILL REMAIN BOUND UPON ITS GUARANTEE NOTWITHSTANDING ANY EXTENSION OR
RENEWAL OF ANY OBLIGATION.
PARENT WAIVES PRESENTMENT TO, DEMAND OF PAYMENT FROM
AND PROTEST TO THE BORROWER OF ANY OF THE OBLIGATIONS, AND ALSO WAIVES NOTICE OF
ACCEPTANCE OF ITS GUARANTEE AND NOTICE OF PROTEST FOR NONPAYMENT.
SECTION 11.02.
GUARANTEE OF PAYMENT.
PARENT FURTHER AGREES THAT ITS GUARANTEE
HEREUNDER CONSTITUTES A GUARANTEE OF PAYMENT WHEN DUE AND NOT OF COLLECTION, AND
WAIVES ANY RIGHT TO REQUIRE THAT ANY RESORT BE HAD BY THE PAYING AGENT OR ANY
OTHER CREDIT PARTY TO ANY SECURITY HELD FOR THE PAYMENT OF THE OBLIGATIONS OR TO
ANY BALANCE OF ANY DEPOSIT ACCOUNT OR CREDIT ON THE BOOKS OF THE PAYING AGENT OR
ANY OTHER CREDIT PARTY IN FAVOR OF THE BORROWER OR ANY OTHER PERSON.
SECTION 11.03.
LIMITATIONS.
(A)
EXCEPT FOR TERMINATION OF PARENT'S
OBLIGATIONS HEREUNDER AS EXPRESSLY PROVIDED IN SECTION 4.10, THE OBLIGATIONS OF
PARENT HEREUNDER SHALL NOT BE SUBJECT TO ANY REDUCTION, LIMITATION, IMPAIRMENT
OR TERMINATION FOR ANY REASON, INCLUDING ANY CLAIM OF WAIVER, RELEASE,
SURRENDER, ALTERATION OR COMPROMISE, AND SHALL NOT BE SUBJECT TO ANY DEFENSE OR
SET-OFF, COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER BY REASON OF THE
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF THE OBLIGATIONS OR OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF PARENT
HEREUNDER SHALL NOT BE DISCHARGED OR IMPAIRED OR OTHERWISE AFFECTED BY (I) THE
FAILURE OF THE PAYING AGENT OR ANY OTHER CREDIT PARTY TO ASSERT ANY CLAIM OR
DEMAND OR TO ENFORCE ANY RIGHT OR REMEDY UNDER THE PROVISIONS OF ANY LOAN
DOCUMENT OR OTHERWISE; (II) ANY RESCISSION, WAIVER, AMENDMENT OR MODIFICATION
OF, OR ANY RELEASE FROM ANY OF THE TERMS OR PROVISIONS OF, ANY LOAN DOCUMENT OR
ANY OTHER AGREEMENT; (III) THE RELEASE OF ANY SECURITY HELD BY THE PAYING AGENT
OR ANY OTHER CREDIT PARTY FOR THE OBLIGATIONS OR ANY OF THEM; (IV) ANY DEFAULT,
FAILURE OR DELAY, WILFUL OR OTHERWISE, IN THE PAYMENT OF THE OBLIGATIONS; OR
(V) ANY OTHER ACT OR OMISSION THAT