AGREEMENTS OR CONDITIONS OF THIS GUARANTY MAY BE AMENDED,
SUPPLEMENTED OR OTHERWISE MODIFIED, NOR MAY THEY BE WAIVED, NOR MAY ANY CONSENT
BE GIVEN, EXCEPT IN ACCORDANCE WITH SECTION 13.2 OF THE CREDIT AGREEMENT.
SECTION 4.2
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS
TO OR UPON THE ADMINISTRATIVE AGENT OR ANY GUARANTOR HEREUNDER SHALL BE EFFECTED
IN THE MANNER PROVIDED FOR IN SECTION 13.1 OF THE CREDIT AGREEMENT; PROVIDED
THAT NOTICES AND COMMUNICATIONS TO THE GUARANTORS SHALL BE DIRECTED TO THE
GUARANTORS AT THE ADDRESS OF THE BORROWER SET FORTH IN SECTION 13.1(B) OF THE
CREDIT AGREEMENT.
SECTION 4.3
ENFORCEMENT EXPENSES, INDEMNIFICATION.
(A)
EACH GUARANTOR WILL (I) PAY ALL
OUT-OF-POCKET EXPENSES (INCLUDING, WITHOUT LIMITATION,
ALL COSTS OF ELECTRONIC
OR INTERNET DISTRIBUTION OF ANY INFORMATION HEREUNDER) OF THE ADMINISTRATIVE
AGENT IN CONNECTION WITH (A) THE PREPARATION, EXECUTION AND DELIVERY OF THIS
GUARANTY AND EACH OTHER LOAN DOCUMENT, WHENEVER THE SAME SHALL BE EXECUTED AND
DELIVERED, INCLUDING, WITHOUT LIMITATION, ALL OUT-OF-POCKET SYNDICATION AND DUE
DILIGENCE EXPENSES AND REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR THE
ADMINISTRATIVE AGENT AND (B) THE PREPARATION, EXECUTION AND DELIVERY OF ANY
WAIVER, AMENDMENT OR CONSENT BY THE ADMINISTRATIVE AGENT OR THE LENDERS RELATING
TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL FOR THE
ADMINISTRATIVE AGENT, (II) PAY ALL REASONABLE OUT-OF-POCKET EXPENSES OF THE
ADMINISTRATIVE AGENT AND EACH LENDER ACTUALLY INCURRED IN CONNECTION WITH THE
ADMINISTRATION AND ENFORCEMENT OF ANY RIGHTS AND REMEDIES OF THE ADMINISTRATIVE
AGENT AND LENDERS UNDER THIS GUARANTY, INCLUDING, WITHOUT LIMITATION, IN
CONNECTION WITH ANY WORKOUT, RESTRUCTURING, BANKRUPTCY OR OTHER SIMILAR
PROCEEDING, CREATING AND PERFECTING LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT
ON BEHALF OF THE LENDERS PURSUANT TO ANY SECURITY DOCUMENT, ENFORCING ANY
OBLIGATIONS OF, OR COLLECTING ANY PAYMENTS DUE FROM, THE BORROWER OR ANY
GUARANTOR BY REASON OF AN EVENT OF DEFAULT (INCLUDING BY REASON OF AN EVENT OF
DEFAULT, IN CONNECTION WITH THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION
UPON ANY OF THE COLLATERAL OR THE ENFORCEMENT OF THIS GUARANTY OR THE SUBSIDIARY
GUARANTY AGREEMENT); CONSULTING WITH APPRAISERS, ACCOUNTANTS, ENGINEERS,
ATTORNEYS AND OTHER PERSONS CONCERNING THE NATURE, SCOPE OR VALUE OF ANY RIGHT
OR REMEDY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HEREUNDER OR UNDER ANY OTHER
LOAN DOCUMENT OR ANY FACTUAL MATTERS IN CONNECTION THEREWITH, WHICH EXPENSES
SHALL INCLUDE THE REASONABLE FEES AND DISBURSEMENTS OF SUCH PERSONS, (III) ANY
CIVIL PENALTY OR FINE ASSESSED BY THE U.S. DEPARTMENT OF THE TREASURY'S
9
OFFICE OF FOREIGN ASSETS CONTROL AGAINST, AND ALL REASONABLE COSTS AND EXPENSES
(INCLUDING COUNSEL FEES AND DISBURSEMENTS) INCURRED IN CONNECTION WITH DEFENSE
THEREOF BY THE ADMINISTRATIVE AGENT OR ANY LENDER AS A RESULT OF THE FUNDING OF
LOANS, THE ISSUANCE OF LETTERS OF CREDIT, THE ACCEPTANCE OF PAYMENT OR OF
COLLATERAL DUE UNDER THE LOAN DOCUMENTS AND (IV) DEFEND, INDEMNIFY AND HOLD
HARMLESS THE ADMINISTRATIVE AGENT AND THE LENDERS, AND THEIR RESPECTIVE PARENTS,
SUBSIDIARIES, AFFILIATES, PARTNERS, EMPLOYEES, AGENTS, OFFICERS, ADVISORS AND
DIRECTORS, FROM AND AGAINST ANY