WHICH IT OR ITS PROPERTY
IS BOUND OR AFFECTED, OR REQUIRE TERMINATION OF ANY SUCH INDENTURE, INSTRUMENT
OR AGREEMENT, (III) RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN WHATSOEVER
UPON ANY OF THE PROPERTY OR ASSETS OF SUCH GUARANTOR, OTHER THAN LIENS PERMITTED
OR CREATED BY THE LOAN DOCUMENTS, OR (IV) REQUIRE ANY APPROVAL OF SUCH
GUARANTOR'S BOARD OF DIRECTORS, SHAREHOLDERS, MEMBERS, PARTNERS OR UNITHOLDERS
EXCEPT SUCH AS HAVE BEEN OBTAINED.
THE EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH GUARANTOR OF EACH OF THE LOAN DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY
DO NOT AND WILL NOT REQUIRE ANY REGISTRATION WITH, CONSENT OR APPROVAL OF, OR
NOTICE TO, OR OTHER ACTION TO, WITH OR BY ANY GOVERNMENTAL AUTHORITY, INCLUDING
UNDER ANY ENVIRONMENTAL PROPERTY TRANSFER ACT OR ENVIRONMENTAL LAWS OR
REGULATIONS, EXCEPT FILINGS, CONSENTS OR NOTICES WHICH HAVE BEEN MADE.
In addition to the foregoing, each of the Guarantors covenants
that, so long as any Lender has any Commitment or Letter of Credit outstanding
under the Credit Agreement or any amount payable under the Credit Agreement or
any other Secured Obligations shall remain unpaid, it will, and, if necessary,
will cause the Borrower to, fully comply with those covenants and agreements of
the Borrower applicable to such Guarantor set forth in the Credit Agreement.
SECTION 2.
THE GUARANTY.
EACH OF THE GUARANTORS HEREBY
UNCONDITIONALLY GUARANTEES, JOINTLY AND SEVERALLY WITH THE OTHER GUARANTORS, THE
FULL AND PUNCTUAL PAYMENT AND PERFORMANCE WHEN DUE (WHETHER AT STATED MATURITY,
UPON ACCELERATION OR OTHERWISE) OF THE SECURED OBLIGATIONS, INCLUDING, WITHOUT
LIMITATION, (I) THE PRINCIPAL OF AND INTEREST ON EACH LOAN MADE TO THE BORROWER
PURSUANT TO THE
2
CREDIT AGREEMENT, (II) OBLIGATIONS OWING UNDER OR IN CONNECTION WITH LETTERS OF
CREDIT, (III) ALL OTHER AMOUNTS PAYABLE BY THE BORROWER UNDER THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND INCLUDING, WITHOUT LIMITATION, ALL
SWAP OBLIGATIONS AND BANKING SERVICES OBLIGATIONS, AND (IV) THE PUNCTUAL AND
FAITHFUL PERFORMANCE, KEEPING, OBSERVANCE, AND FULFILLMENT BY THE BORROWER OF
ALL OF THE AGREEMENTS, CONDITIONS, COVENANTS, AND OBLIGATIONS OF THE BORROWER
CONTAINED IN THE LOAN DOCUMENTS (ALL OF THE FOREGOING BEING REFERRED TO
COLLECTIVELY AS THE "GUARANTEED OBLIGATIONS").
UPON THE FAILURE BY THE
BORROWER, OR ANY OF ITS AFFILIATES, AS APPLICABLE, TO PAY PUNCTUALLY ANY SUCH
AMOUNT OR PERFORM SUCH OBLIGATION, SUBJECT TO ANY APPLICABLE GRACE OR NOTICE AND
CURE PERIOD, EACH OF THE GUARANTORS AGREES THAT IT SHALL FORTHWITH ON DEMAND PAY
SUCH AMOUNT OR PERFORM SUCH OBLIGATION AT THE PLACE AND IN THE MANNER SPECIFIED
IN THE CREDIT AGREEMENT OR THE RELEVANT OTHER LOAN DOCUMENT, AS THE CASE MAY
BE.
EACH OF THE GUARANTORS HEREBY AGREES THAT THIS GUARANTY IS AN ABSOLUTE,
IRREVOCABLE AND UNCONDITIONAL GUARANTY OF PAYMENT AND IS NOT A GUARANTY OF
COLLECTION.
SECTION 3.
GUARANTY UNCONDITIONAL.
THE OBLIGATIONS OF EACH OF THE
GUARANTORS HEREUNDER SHALL BE UNCONDITIONAL AND ABSOLUTE AND, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, SHALL NOT BE RELEASED, DISCHARGED OR OTHERWISE
AFFECTED BY:
(I)
ANY EXTENSION, RENEWAL, SETTLEMENT, INDULGENCE, COMPROMISE,
WAIVER OR