AND ASSIGNS OF EACH OF
THE FOREGOING.
(D)
REFERENCES TO "LENDERS" IN THIS GUARANTEE
SHALL BE DEEMED TO INCLUDE AFFILIATES OF LENDERS THAT MAY FROM TIME TO TIME
ENTER INTO HEDGE AGREEMENTS WITH THE BORROWER.
(E)
THE WORDS "HEREOF," "HEREIN" AND
"HEREUNDER" AND WORDS OF SIMILAR IMPORT WHEN USED IN THIS GUARANTEE SHALL REFER
TO THIS GUARANTEE AS A WHOLE AND NOT TO ANY PARTICULAR PROVISION OF THIS
GUARANTEE, AND SECTION REFERENCES ARE TO SECTIONS OF THIS GUARANTEE UNLESS
OTHERWISE SPECIFIED.
THE WORDS "INCLUDE", "INCLUDES" AND "INCLUDING" SHALL BE
DEEMED TO BE FOLLOWED BY THE PHRASE "WITHOUT LIMITATION".
(F)
THE MEANINGS GIVEN TO TERMS DEFINED
HEREIN SHALL BE EQUALLY APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH
TERMS.
2.
GUARANTEE.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 2(B),
EACH OF THE GUARANTORS HEREBY, JOINTLY AND SEVERALLY, UNCONDITIONALLY AND
IRREVOCABLY, GUARANTEES, AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY, TO THE
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, THE PROMPT AND
COMPLETE PAYMENT AND PERFORMANCE WHEN DUE (WHETHER AT THE STATED MATURITY, BY
ACCELERATION OR OTHERWISE) OF THE OBLIGATIONS.
(B)
ANYTHING HEREIN OR IN ANY OTHER CREDIT
DOCUMENT TO THE CONTRARY NOTWITHSTANDING, THE MAXIMUM LIABILITY OF EACH
GUARANTOR HEREUNDER AND UNDER THE OTHER CREDIT DOCUMENTS SHALL IN NO EVENT
EXCEED THE AMOUNT THAT CAN BE GUARANTEED BY SUCH GUARANTOR UNDER APPLICABLE LAWS
RELATING TO THE INSOLVENCY OF DEBTORS.
(C)
EACH GUARANTOR FURTHER AGREES TO PAY ANY
AND ALL EXPENSES (INCLUDING ALL REASONABLE FEES AND DISBURSEMENTS OF COUNSEL)
THAT MAY BE PAID OR INCURRED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY IN ENFORCING, OR OBTAINING ADVICE OF COUNSEL IN RESPECT OF, ANY RIGHTS
WITH RESPECT TO, OR COLLECTING, ANY OR ALL OF THE OBLIGATIONS AND/OR ENFORCING
ANY RIGHTS WITH RESPECT TO, OR COLLECTING AGAINST, SUCH GUARANTOR UNDER THIS
GUARANTEE.
(D)
EACH GUARANTOR AGREES THAT THE OBLIGATIONS
MAY AT ANY TIME AND FROM TIME TO TIME EXCEED THE AMOUNT OF THE LIABILITY OF SUCH
GUARANTOR HEREUNDER WITHOUT IMPAIRING THIS GUARANTEE OR AFFECTING THE RIGHTS AND
REMEDIES OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY HEREUNDER.
(E)
NO PAYMENT OR PAYMENTS MADE BY THE
BORROWER, ANY OF THE GUARANTORS, ANY OTHER GUARANTOR OR ANY OTHER PERSON OR
RECEIVED OR COLLECTED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY
FROM THE BORROWER, ANY OF THE GUARANTORS, ANY OTHER GUARANTOR OR ANY OTHER
PERSON BY VIRTUE OF ANY ACTION OR PROCEEDING OR ANY SET-OFF OR APPROPRIATION OR
APPLICATION AT ANY TIME OR FROM TIME TO TIME IN REDUCTION OF OR IN PAYMENT OF
THE OBLIGATIONS SHALL BE DEEMED TO MODIFY, REDUCE, RELEASE OR OTHERWISE AFFECT
THE LIABILITY OF ANY GUARANTOR HEREUNDER, WHICH SHALL, NOTWITHSTANDING ANY SUCH
PAYMENT OR PAYMENTS OTHER THAN PAYMENTS MADE BY SUCH GUARANTOR IN
3
RESPECT OF THE OBLIGATIONS OR PAYMENTS RECEIVED OR COLLECTED FROM SUCH GUARANTOR
IN RESPECT OF THE OBLIGATIONS, REMAIN LIABLE FOR THE OBLIGATIONS UP TO THE
MAXIMUM LIABILITY OF SUCH GUARANTOR HEREUNDER UNTIL THE OBLIGATIONS UNDER THE
CREDIT DOCUMENTS ARE