to the Loan Documents), each
Banking Services Agreement and each Swap Agreement in respect of Secured Swap
Obligations executed by such Guarantor are legal, valid and binding obligations
of such Guarantor that are enforceable against such Guarantor in accordance with
the terms thereof, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium, or other laws affecting
creditors' rights generally and by general principles of equity, as set forth in
such Loan Documents, and the security interests and liens granted under Security
Documents and each other Loan Document by such Guarantor in favor of the Agent,
for the benefit of the Secured Parties, are and continue to be, duly perfected,
security interests and liens having the priority set forth in the Intercreditor
Agreement, in each case, to the full extent provided by the terms of the
Security Documents and each other Loan Document and subject only to Liens
permitted under the Loan Documents, to the extent provided therein.
SECTION 9.20.
INTERCREDITOR AGREEMENT.
(a) REFERENCE IS MADE TO
THE INTERCREDITOR AGREEMENT.
EACH LENDER HEREUNDER (A) CONSENTS TO THE
SUBORDINATION OF LIENS PROVIDED FOR IN THE INTERCREDITOR AGREEMENT, (B) AGREES
THAT IT WILL BE BOUND BY AND WILL TAKE NO ACTIONS CONTRARY TO THE PROVISIONS OF
THE INTERCREDITOR AGREEMENT AND (C) AUTHORIZES AND INSTRUCTS THE AGENT TO ENTER
INTO THE INTERCREDITOR AGREEMENT AS REVOLVING FACILITY AGENT AND ON BEHALF OF
SUCH LENDER.
THE FOREGOING PROVISIONS ARE INTENDED AS AN INDUCEMENT TO THE
LENDERS UNDER THE SENIOR SECURED TERM FACILITY CREDIT AGREEMENT TO EXTEND CREDIT
AND SUCH LENDERS ARE INTENDED THIRD PARTY BENEFICIARIES OF SUCH PROVISIONS AND
THE PROVISIONS OF THE INTERCREDITOR AGREEMENT.
(b)
EACH LENDER FURTHER AGREES THAT THE AGENT MAY TAKE ALL ACTIONS
UNDER THE INTERCREDITOR AGREEMENT DEEMED APPROPRIATE BY THE AGENT TO EFFECT THE
RESTATEMENT, INCLUDING, WITHOUT LIMITATION, EXECUTION AND DELIVERY OF ANY
JOINDER AGREEMENT AS THE AGENT AND THE TERM LOAN AGENT (AS DEFINED IN THE
INTERCREDITOR AGREEMENT) MAY AGREE.
156
(c)
EACH LENDER FURTHER AGREES THAT THE AGENT MAY, WITHOUT THE CONSENT
OF ANY LENDER, ENTER INTO AMENDMENTS TO THE INTERCREDITOR AGREEMENT AND/OR
ADDITIONAL INTERCREDITOR AGREEMENTS IN ORDER TO PROVIDE FOR THE JOINDER OF
HOLDERS OF TERM LOAN PARI PASSU LIEN OBLIGATIONS IN ACCORDANCE WITH THE TERMS
THEREOF, AND THE INTERCREDITOR AGREEMENT, AS SO AMENDED, SHALL CONTINUE TO BE
BINDING UPON THE LENDERS.
ARTICLE X
LOAN GUARANTY
SECTION 10.01.
Guaranty.
Each Loan Guarantor hereby agrees that it
is jointly and severally liable for, and, as primary obligor and not merely as
surety, and absolutely and unconditionally guarantees to the Secured Parties,
the prompt payment when due, whether at stated maturity, upon acceleration or
otherwise, and at all times thereafter, of the Secured Obligations (collectively
the "Guaranteed Obligations").
Each Loan 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.
SECTION 10.02.
Guaranty of Payment.
This