CREDITORS AND THAT, IF THE REQUIRED LENDERS (OR, AFTER THE DATE ON WHICH
ALL CREDIT DOCUMENT OBLIGATIONS HAVE BEEN PAID IN FULL, THE HOLDERS OF A
MAJORITY OF THE OUTSTANDING INTEREST RATE OBLIGATIONS) SO AGREE (WITHOUT
REQUIRING THE CONSENT OF ANY GUARANTOR), THIS GUARANTY MAY BE DIRECTLY ENFORCED
BY ANY SECURED CREDITOR.
9.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF GUARANTORS.
IN ORDER TO INDUCE
THE LENDERS TO MAKE LOANS TO, AND ISSUE LETTERS OF CREDIT FOR THE ACCOUNT OF,
THE BORROWER PURSUANT TO THE CREDIT AGREEMENT, AND IN ORDER TO INDUCE THE
INTEREST RATE CREDITORS TO EXECUTE, DELIVER AND PERFORM THE SECURED INTEREST
RATE AGREEMENTS TO WHICH THEY ARE A PARTY, EACH GUARANTOR REPRESENTS, WARRANTS
AND COVENANTS THAT:
(A)
UNTIL THE TERMINATION OF THE TOTAL COMMITMENT AND ALL SECURED
INTEREST RATE AGREEMENTS AND UNTIL SUCH TIME AS NO NOTE OR LETTER OF CREDIT
REMAINS OUTSTANDING AND ALL GUARANTEED OBLIGATIONS HAVE BEEN PAID IN FULL (OTHER
THAN INDEMNITIES DESCRIBED IN SECTION 11.01 OF THE CREDIT AGREEMENT AND
ANALOGOUS PROVISIONS IN THE OTHER CREDIT DOCUMENTS WHICH ARE NOT THEN DUE AND
PAYABLE), SUCH GUARANTOR WILL TAKE, OR WILL REFRAIN FROM TAKING, AS THE CASE MAY
BE, ALL ACTIONS THAT ARE NECESSARY TO BE TAKEN OR NOT TAKEN SO THAT NO VIOLATION
OF ANY PROVISION, COVENANT OR AGREEMENT CONTAINED IN SECTIONS 6 AND 7 OF THE
CREDIT AGREEMENT, AND SO THAT NO EVENT OF DEFAULT, IS CAUSED BY THE ACTIONS OF
SUCH GUARANTOR OR ANY OF ITS SUBSIDIARIES; AND
(B)
AN EXECUTED (OR CONFORMED) COPY OF EACH OF THE CREDIT DOCUMENTS
AND EACH OF THE SECURED INTEREST RATE AGREEMENTS HAS BEEN MADE AVAILABLE TO A
SENIOR OFFICER OF SUCH GUARANTOR AND SUCH OFFICER IS FAMILIAR WITH THE CONTENTS
THEREOF.
10.
EXPENSES.
THE GUARANTORS HEREBY JOINTLY AND SEVERALLY AGREE TO PAY ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE COLLATERAL AGENT, THE
ADMINISTRATIVE AGENT AND EACH OTHER SECURED CREDITOR IN CONNECTION WITH THE
ENFORCEMENT OF THIS GUARANTY AND THE PROTECTION OF THE SECURED CREDITORS' RIGHTS
HEREUNDER AND OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY AMENDMENT,
WAIVER OR CONSENT RELATING HERETO (INCLUDING, IN EACH CASE, WITHOUT LIMITATION,
THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL).
8
11.
BENEFIT AND BINDING EFFECT.
THIS GUARANTY SHALL BE BINDING UPON EACH
GUARANTOR AND ITS SUCCESSORS AND ASSIGNS AND SHALL INURE TO THE BENEFIT OF THE
SECURED CREDITORS AND THEIR SUCCESSORS AND ASSIGNS TO THE EXTENT PERMITTED UNDER
THE CREDIT AGREEMENT OR THE RESPECTIVE SECURED INTEREST RATE AGREEMENT.
12.
AMENDMENTS; WAIVERS.
NEITHER THIS GUARANTY NOR ANY PROVISION HEREOF MAY BE
CHANGED, WAIVED, DISCHARGED OR TERMINATED EXCEPT WITH THE WRITTEN CONSENT OF
EACH GUARANTOR DIRECTLY AFFECTED THEREBY (IT BEING UNDERSTOOD THAT THE ADDITION
OR RELEASE OF ANY GUARANTOR HEREUNDER SHALL NOT CONSTITUTE A CHANGE, WAIVER,
DISCHARGE OR TERMINATION AFFECTING ANY GUARANTOR OTHER THAN THE GUARANTOR SO
ADDED OR RELEASED) AND WITH THE WRITTEN CONSENT OF EITHER (X) THE REQUIRED
LENDERS (OR, TO THE EXTENT REQUIRED BY SECTION 11.12 OF THE CREDIT AGREEMENT,
WITH THE WRITTEN CONSENT OF EACH LENDER) AT