other
things, the execution and delivery by the Guarantors of this Agreement.
Accordingly, the Guarantors and the Administrative Agent, on behalf of itself
and each other Credit Party (as defined in the Credit Agreement) (and each of
their respective successors or assigns), hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
DEFINITION OF TERMS USED HEREIN.
ALL CAPITALIZED TERMS USED BUT
NOT DEFINED HEREIN SHALL HAVE THE MEANINGS SET FORTH IN THE CREDIT AGREEMENT.
SECTION 1.02.
DEFINITION OF CERTAIN TERMS USED HEREIN.
AS USED HEREIN, THE
FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS:
"Credit Agreement" shall have the meaning assigned to such term in the recitals
to this Agreement.
"Guaranteed Obligations" shall mean the Obligations as defined in the Credit
Agreement.
"Guarantors" shall mean, collectively, the Subsidiaries of the Borrower
identified as Guarantors on Schedule 1 attached hereto and each other Subsidiary
of the Borrower that becomes a party to this Agreement as a Guarantor after the
Closing Date pursuant to Section 5.13; provided that if a Subsidiary is released
from its obligations as a Guarantor hereunder as provided in Section 5.12(b),
such Subsidiary shall cease to be a Guarantor hereunder effective upon such
release.
SECTION 1.03.
RULES OF INTERPRETATION.
THE RULES OF INTERPRETATION SPECIFIED
IN SECTION 1.02 OF THE CREDIT AGREEMENT ALSO APPLY TO THIS AGREEMENT.
ARTICLE II
THE GUARANTEES
SECTION 2.01.
GUARANTEE.
EACH GUARANTOR UNCONDITIONALLY GUARANTEES TO EACH OF
THE CREDIT PARTIES, JOINTLY WITH THE OTHER GUARANTORS AND SEVERALLY, AS A
PRIMARY OBLIGOR AND NOT MERELY AS A SURETY, BY WAY OF AN INDEPENDENT PAYMENT
OBLIGATION, THE DUE AND PUNCTUAL PAYMENT AND PERFORMANCE OF ITS GUARANTEED
OBLIGATIONS.
EACH GUARANTOR FURTHER AGREES THAT ITS GUARANTEED 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 SUCH GUARANTEED OBLIGATION.
EACH GUARANTOR WAIVES
PRESENTMENT TO, DEMAND OF PAYMENT FROM AND PROTEST TO THE BORROWER OR ANY OTHER
LOAN PARTY OF ANY OF ITS GUARANTEED OBLIGATIONS, AND ALSO WAIVES NOTICE OF
ACCEPTANCE OF ITS GUARANTEE AND NOTICE OF PROTEST FOR NONPAYMENT.
SECTION 2.02.
GUARANTEE OF PAYMENT.
EACH GUARANTOR 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
ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO ANY SECURITY HELD FOR THE
PAYMENT OF ANY OF ITS GUARANTEED OBLIGATIONS OR TO ANY BALANCE OF ANY DEPOSIT
ACCOUNT OR CREDIT ON THE BOOKS OF ANY CREDIT PARTY IN FAVOR OF THE BORROWER, ANY
OTHER LOAN PARTY OR ANY OTHER PERSON.
SECTION 2.03.
NO LIMITATIONS.
(A)
EXCEPT FOR TERMINATION OR RELEASE OF A
GUARANTOR'S OBLIGATIONS HEREUNDER AS EXPRESSLY PROVIDED IN SECTION 5.12, 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