IN THE EVENT THAT
GUARANTOR SHOULD BREACH OR FAIL TO TIMELY PERFORM ANY PROVISIONS OF THIS
GUARANTY, GUARANTOR SHALL, IMMEDIATELY UPON DEMAND BY ADMINISTRATIVE AGENT, PAY
ADMINISTRATIVE AGENT ALL COSTS AND EXPENSES (INCLUDING COURT COSTS AND
REASONABLE ATTORNEYS' FEES) INCURRED BY ADMINISTRATIVE AGENT AND LENDERS IN THE
ENFORCEMENT HEREOF OR THE PRESERVATION OF LENDERS' RIGHTS HEREUNDER.
THE
COVENANT CONTAINED IN THIS SECTION 1.7 SHALL SURVIVE THE PAYMENT AND PERFORMANCE
OF THE GUARANTEED OBLIGATIONS.
1.8
EFFECT OF BANKRUPTCY.
IN THE EVENT THAT,
PURSUANT TO ANY INSOLVENCY, BANKRUPTCY, REORGANIZATION, RECEIVERSHIP OR OTHER
DEBTOR RELIEF LAW, OR ANY JUDGMENT, ORDER OR DECISION THEREUNDER, LENDERS MUST
RESCIND OR RESTORE ANY PAYMENT, OR ANY PART THEREOF, RECEIVED BY ANY LENDER (OR
ADMINISTRATIVE AGENT ON BEHALF OF LENDERS) IN SATISFACTION OF THE GUARANTEED
OBLIGATIONS, AS SET FORTH HEREIN, ANY PRIOR RELEASE OR DISCHARGE FROM THE TERMS
OF THIS GUARANTY GIVEN TO GUARANTOR BY ADMINISTRATIVE AGENT AND LENDERS SHALL BE
WITHOUT EFFECT, AND THIS GUARANTY SHALL REMAIN IN FULL FORCE AND EFFECT.
IT IS
THE INTENTION OF BORROWER AND GUARANTOR THAT GUARANTOR'S OBLIGATIONS HEREUNDER
SHALL NOT BE DISCHARGED EXCEPT BY GUARANTOR'S PERFORMANCE OF SUCH OBLIGATIONS
AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE.
1.9
WAIVER OF SUBROGATION, REIMBURSEMENT AND
CONTRIBUTION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS
GUARANTY, GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES, RELEASES AND
ABROGATES ANY AND ALL RIGHTS IT MAY NOW OR HEREAFTER HAVE UNDER ANY AGREEMENT,
AT LAW OR IN EQUITY (INCLUDING, WITHOUT LIMITATION, ANY LAW SUBROGATING
GUARANTOR TO THE RIGHTS OF LENDERS), TO ASSERT ANY CLAIM AGAINST OR SEEK
CONTRIBUTION, INDEMNIFICATION OR ANY OTHER FORM OF REIMBURSEMENT FROM BORROWER
OR ANY OTHER PARTY LIABLE FOR PAYMENT OF ANY OR ALL OF THE GUARANTEED
OBLIGATIONS FOR ANY PAYMENT MADE BY GUARANTOR UNDER OR IN CONNECTION WITH THIS
GUARANTY OR OTHERWISE UNTIL THE FULL AND FINAL PAYMENT AND SATISFACTION OF THE
GUARANTEED OBLIGATIONS.
1.10
BORROWER.
THE TERM "BORROWER" AS USED HEREIN SHALL
INCLUDE ANY NEW OR SUCCESSOR CORPORATION, ASSOCIATION, PARTNERSHIP (GENERAL OR
LIMITED), LIMITED LIABILITY COMPANY, JOINT VENTURE, TRUST OR OTHER INDIVIDUAL OR
ORGANIZATION FORMED AS A RESULT OF ANY MERGER, REORGANIZATION, SALE, TRANSFER,
DEVISE, GIFT OR BEQUEST OF BORROWER OR ANY INTEREST IN BORROWER.
ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR'S OBLIGATIONS
Guarantor hereby consents and agrees to each of the following, and agrees that
Guarantor's obligations under this Guaranty shall not be released, diminished,
impaired, reduced or adversely affected by any of the following, and waives any
common law, equitable, statutory or other rights (including without limitation
rights to notice) which Guarantor might otherwise have as a result of or in
connection with any of the following:
2.1
MODIFICATIONS.
ANY RENEWAL, EXTENSION,
INCREASE, MODIFICATION, ALTERATION OR REARRANGEMENT OF ALL OR ANY PART OF THE
GUARANTEED OBLIGATIONS, THE NOTE, THE LOAN AGREEMENT, THE OTHER LOAN DOCUMENTS,
OR ANY OTHER DOCUMENT, INSTRUMENT, CONTRACT OR UNDERSTANDING BETWEEN OR AMONG
BORROWER, ADMINISTRATIVE AGENT AND LENDERS, OR ANY OTHER PARTIES, PERTAINING TO
THE GUARANTEED OBLIGATIONS OR ANY FAILURE OF ADMINISTRATIVE AGENT OR