THE GUARANTEED OBLIGATIONS.
(E)
THE GUARANTEE OF EACH GUARANTOR AND ALL AMOUNTS PAYABLE THEREUNDER
IS, TO THE EXTENT AND IN THE MANNER SET FORTH IN ARTICLE 12, SUBORDINATED AND
SUBJECT IN RIGHT OF PAYMENT TO THE PRIOR PAYMENT IN FULL OF ALL SENIOR
INDEBTEDNESS OF THE RELEVANT GUARANTOR AND IS MADE SUBJECT TO SUCH PROVISIONS OF
THIS INDENTURE.
(F)
EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 10.01 AND 11.02, THE
OBLIGATIONS OF EACH GUARANTOR 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 OF SETOFF, COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER OR
BY REASON OF THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF THE GUARANTEED
OBLIGATIONS OR OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
OBLIGATIONS OF EACH GUARANTOR HEREIN SHALL NOT BE DISCHARGED OR IMPAIRED OR
OTHERWISE AFFECTED BY THE FAILURE OF ANY HOLDER OR THE TRUSTEE TO ASSERT ANY
CLAIM OR DEMAND OR TO ENFORCE ANY REMEDY UNDER THIS INDENTURE, THE NOTES OR ANY
OTHER AGREEMENT, BY ANY WAIVER OR MODIFICATION OF ANY THEREOF, BY ANY DEFAULT,
FAILURE OR DELAY, WILFUL OR OTHERWISE, IN THE PERFORMANCE OF THE OBLIGATIONS, OR
BY ANY OTHER ACT OR THING OR OMISSION OR DELAY TO DO ANY OTHER ACT OR THING
WHICH MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF ANY GUARANTOR
OR WOULD OTHERWISE OPERATE AS A DISCHARGE OF ANY GUARANTOR AS A MATTER OF LAW OR
EQUITY.
(G)
EXCEPT AS EXPRESSLY SET FORTH IN SECTIONS 10.01 AND 11.02, EACH
GUARANTOR AGREES THAT ITS GUARANTEE SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL
PAYMENT IN FULL OF ALL THE GUARANTEED OBLIGATIONS.
EACH GUARANTOR FURTHER
AGREES THAT ITS GUARANTEE HEREIN SHALL CONTINUE TO BE EFFECTIVE OR BE
REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF
PRINCIPAL OF OR INTEREST ON ANY GUARANTEED OBLIGATION IS RESCINDED OR MUST
OTHERWISE BE RESTORED BY ANY HOLDER OR THE TRUSTEE UPON THE BANKRUPTCY OR
REORGANIZATION OF THE COMPANY OR OTHERWISE.
(H)
IN FURTHERANCE OF THE FOREGOING AND NOT IN LIMITATION OF ANY OTHER
RIGHT WHICH ANY HOLDER OR THE TRUSTEE HAS AT LAW OR IN EQUITY AGAINST ANY
GUARANTOR BY VIRTUE HEREOF, UPON THE FAILURE OF THE COMPANY TO PAY THE PRINCIPAL
OF OR INTEREST ON ANY GUARANTEED OBLIGATION WHEN AND AS THE SAME SHALL BECOME
DUE, WHETHER AT MATURITY, BY ACCELERATION, BY REDEMPTION OR OTHERWISE, OR TO
PERFORM OR COMPLY WITH ANY OTHER GUARANTEED OBLIGATION, EACH GUARANTOR HEREBY
PROMISES TO AND SHALL, UPON RECEIPT OF WRITTEN DEMAND BY THE TRUSTEE, FORTHWITH
PAY, OR CAUSE TO BE PAID, IN CASH, TO THE HOLDERS OR THE TRUSTEE AN AMOUNT EQUAL
TO THE SUM OF (I) THE UNPAID PRINCIPAL AMOUNT OF SUCH GUARANTEED OBLIGATIONS,
(II) ACCRUED AND UNPAID INTEREST ON SUCH GUARANTEED OBLIGATIONS (BUT ONLY TO THE
EXTENT NOT PROHIBITED BY LAW) AND (III) ALL OTHER MONETARY OBLIGATIONS OF THE
COMPANY TO