guarantors in the Term Facility Guaranty Agreement, and each other
Subsidiary of the Borrower that becomes a party to said Term Facility Guaranty
Agreement as a guarantor after the Closing Date.
"Term Facility Guaranty Agreement" means the term facility guaranty agreement of
even date herewith by and among the Borrower, the US Guarantors and the
Administrative Agent, as such may be amended, modified, supplemented or restated
hereafter.
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 THE US 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, AND EACH GUARANTOR RENOUNCES ALL BENEFITS
OF DISCUSSION AND DIVISION.
SECTION 2.03.
INDEMNITY.
IF ANY OR ALL OF THE GUARANTEED OBLIGATIONS ARE NOT
DULY PERFORMED BY THE BORROWER AND ARE NOT PERFORMED BY THE GUARANTORS UNDER
SECTION 2.01.
FOR ANY REASON WHATSOEVER, EACH GUARANTOR WILL, AS A SEPARATE AND
DISTINCT OBLIGATION, INDEMNIFY AND SAVE HARMLESS THE AGENT AND THE OTHER CREDIT
PARTIES FROM AND AGAINST ALL LOSSES RESULTING FROM THE FAILURE OF THE BORROWER
TO DULY PERFORM SUCH GUARANTEED OBLIGATIONS.
SECTION 2.04.
NO LIMITATIONS.
(A)
EXCEPT FOR TERMINATION OR RELEASE OF A
GUARANTOR'S OBLIGATIONS HEREUNDER AS EXPRESSLY PROVIDED IN SECTION 5.13.
, 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
DEFENSE OR SET-OFF, COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER BY REASON
OF THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF THE GUARANTEED OBLIGATIONS
OR OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT FOR
TERMINATION OR RELEASE OF ITS OBLIGATIONS HEREUNDER AS EXPRESSLY PROVIDED IN
SECTION