SEVERALLY UNCONDITIONALLY GUARANTEES TO AGENT AND LENDERS,
AND THEIR RESPECTIVE SUCCESSORS, ENDORSEES, TRANSFEREES AND ASSIGNS, THE PROMPT
PAYMENT (WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE) AND
PERFORMANCE OF THE OBLIGATIONS OF BORROWERS (HEREINAFTER THE "GUARANTEED
OBLIGATIONS").
EACH GUARANTOR AGREES THAT THIS GUARANTY IS A GUARANTY OF
PAYMENT AND PERFORMANCE AND NOT OF COLLECTION, AND THAT THEIR OBLIGATIONS UNDER
THIS GUARANTY SHALL BE PRIMARY, ABSOLUTE AND UNCONDITIONAL, IRRESPECTIVE OF, AND
UNAFFECTED BY:
(A)
THE GENUINENESS, VALIDITY, REGULARITY, ENFORCEABILITY OR ANY
FUTURE AMENDMENT OF, OR CHANGE IN THIS GUARANTY, ANY OTHER LOAN DOCUMENT OR ANY
OTHER AGREEMENT, DOCUMENT OR INSTRUMENT TO WHICH ANY CREDIT PARTY AND/OR ANY
GUARANTOR ARE OR MAY BECOME A PARTY;
(B)
THE ABSENCE OF ANY ACTION TO ENFORCE THIS GUARANTY OR ANY OTHER
LOAN DOCUMENT OR THE WAIVER OR CONSENT BY AGENT AND/OR LENDERS WITH RESPECT TO
ANY OF THE PROVISIONS THEREOF;
(C)
THE EXISTENCE, VALUE OR CONDITION OF, OR FAILURE TO PERFECT ITS
LIEN AGAINST, ANY COLLATERAL FOR THE GUARANTEED OBLIGATIONS OR ANY ACTION, OR
THE ABSENCE OF ANY ACTION, BY AGENT IN RESPECT THEREOF (INCLUDING, WITHOUT
LIMITATION, THE RELEASE OF ANY SUCH SECURITY); OR
(D)
THE INSOLVENCY OF ANY CREDIT PARTY; OR
(E)
ANY OTHER ACTION OR CIRCUMSTANCES WHICH MIGHT OTHERWISE CONSTITUTE
A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR,
it being agreed by each Guarantor that its obligations under this Guaranty shall
not be discharged until the Termination Date.
Each Guarantor shall be regarded,
and shall be in the same position, as principal debtor with respect to the
Guaranteed Obligations.
Each Guarantor agrees that any notice or directive
given at any time to Agent which is inconsistent with the waiver in the
immediately preceding sentence shall be null and void and may be ignored by
Agent and Lenders, and, in addition, may not be pleaded or introduced as
evidence in any litigation relating to this Guaranty for the reason that such
pleading or introduction would be at variance with the written terms of this
Guaranty, unless Agent and Lenders have specifically agreed otherwise in
writing.
It is agreed among each Guarantor, Agent and Lenders that the
foregoing waivers are of the essence of the transaction contemplated by the Loan
Documents and that, but for this Guaranty and such waivers, Agent and Lenders
would decline to enter into the Credit Agreement.
2.2
DEMAND BY AGENT OR LENDERS.
IN ADDITION TO THE TERMS OF THIS
GUARANTY SET FORTH IN SECTION 2.1 HEREOF, AND IN NO MANNER IMPOSING ANY
LIMITATION ON SUCH TERMS, IT IS EXPRESSLY
2
UNDERSTOOD AND AGREED THAT, IF, AT ANY TIME, THE OUTSTANDING PRINCIPAL AMOUNT OF
THE GUARANTEED OBLIGATIONS UNDER THE CREDIT AGREEMENT (INCLUDING ALL ACCRUED
INTEREST THEREON) IS DECLARED TO BE IMMEDIATELY DUE AND PAYABLE, THEN GUARANTORS
SHALL, UPON DEMAND IF NO EVENT OF DEFAULT HAS OCCURRED UNDER SECTION 8.1(H) AND
(I) OF THE CREDIT AGREEMENT WITH RESPECT TO ANY CREDIT PARTY, AND WITHOUT DEMAND
IF ANY SUCH EVENT OF DEFAULT HAS OCCURRED, PAY TO THE HOLDERS