TERMS HEREOF AND THE OTHER
LOAN DOCUMENTS AND SHALL CONTINUE TO SECURE THE OBLIGATIONS WITHOUT INTERRUPTION
OR IMPAIRMENT OF ANY KIND AND ALL SUCH SECURITY INTERESTS ARE HEREBY RATIFIED,
CONFIRMED AND CONTINUED.
ARTICLE XI
CROSS-GUARANTY, SUBROGATION, CONTRIBUTION AND SUBORDINATION
SECTION 11.01.
CROSS-GUARANTY.
EACH BORROWER HEREBY AGREES THAT SUCH BORROWER
IS JOINTLY AND SEVERALLY LIABLE FOR, AND HEREBY ABSOLUTELY AND UNCONDITIONALLY
GUARANTEES TO THE AGENTS AND LENDERS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, THE FULL AND PROMPT PAYMENT (WHETHER AT STATED MATURITY, BY
ACCELERATION OR OTHERWISE) AND PERFORMANCE OF, ALL OBLIGATIONS OWED OR HEREAFTER
OWING TO THE AGENTS AND THE LENDERS BY EACH OTHER BORROWER.
EACH BORROWER
AGREES THAT ITS GUARANTY OBLIGATION HEREUNDER IS A CONTINUING GUARANTY OF
PAYMENT AND PERFORMANCE AND NOT OF COLLECTION, THAT ITS OBLIGATIONS UNDER THIS
ARTICLE XI SHALL NOT BE DISCHARGED UNTIL PAYMENT AND PERFORMANCE, IN FULL, OF
THE OBLIGATIONS HAS OCCURRED, AND THAT ITS OBLIGATIONS UNDER THIS ARTICLE XI
SHALL BE ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF, AND UNAFFECTED BY,
(A)
THE GENUINENESS, VALIDITY, REGULARITY, ENFORCEABILITY OR ANY FUTURE
AMENDMENT OF, OR CHANGE IN, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER
AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH ANY BORROWER IS OR MAY BECOME A
PARTY;
(B)
THE ABSENCE OF ANY ACTION TO ENFORCE THIS AGREEMENT (INCLUDING THIS
ARTICLE XI) OR ANY OTHER LOAN DOCUMENT OR THE WAIVER OR CONSENT BY THE AGENTS
AND THE LENDERS WITH RESPECT TO ANY OF THE PROVISIONS THEREOF;
(C)
THE EXISTENCE, VALUE OR CONDITION OF, OR FAILURE TO PERFECT ITS LIEN
AGAINST, ANY SECURITY FOR THE OBLIGATIONS OR ANY ACTION, OR THE ABSENCE OF ANY
ACTION, BY THE AGENTS AND LENDERS IN RESPECT THEREOF (INCLUDING THE RELEASE OF
ANY SUCH SECURITY);
(D)
THE INSOLVENCY OF ANY LOAN PARTY; OR
(E)
ANY OTHER ACTION OR CIRCUMSTANCES THAT MIGHT OTHERWISE CONSTITUTE A LEGAL
OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR.
EACH BORROWER SHALL BE REGARDED, AND SHALL BE IN THE SAME POSITION, AS PRINCIPAL
DEBTOR WITH RESPECT TO THE OBLIGATIONS GUARANTEED HEREUNDER.
SECTION 11.02.
WAIVERS BY THE BORROWERS.
EACH BORROWER EXPRESSLY WAIVES ALL
RIGHTS IT MAY HAVE NOW OR IN THE FUTURE UNDER ANY STATUTE, OR AT COMMON LAW, OR
AT LAW OR IN EQUITY, OR OTHERWISE, TO COMPEL THE AGENTS OR THE LENDERS TO
MARSHAL ASSETS OR TO PROCEED IN RESPECT OF THE OBLIGATIONS GUARANTEED HEREUNDER
AGAINST ANY OTHER LOAN PARTY, ANY OTHER PARTY OR AGAINST ANY SECURITY FOR THE
PAYMENT AND PERFORMANCE OF THE OBLIGATIONS BEFORE PROCEEDING AGAINST, OR AS A
CONDITION TO PROCEEDING AGAINST, SUCH BORROWER.
IT IS AGREED AMONG EACH
BORROWER, THE AGENTS AND THE LENDERS THAT THE FOREGOING WAIVERS ARE OF THE
ESSENCE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THAT, BUT FOR THE
124
PROVISIONS OF THIS ARTICLE XI AND SUCH WAIVERS, THE AGENTS AND THE LENDERS WOULD
DECLINE TO ENTER INTO THIS AGREEMENT.
SECTION 11.03.
BENEFIT OF GUARANTY.
EACH BORROWER AGREES THAT THE PROVISIONS
OF THIS ARTICLE XI ARE FOR THE BENEFIT OF THE