in the Credit Agreement.
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2.
Guarantee
(A)
THE GUARANTOR HEREBY UNCONDITIONALLY, AND
JOINTLY AND SEVERALLY WITH ALL OTHER GUARANTORS, IF ANY, GUARANTEES TO THE
AGENT, ON ITS OWN BEHALF AND AS AGENT FOR THE LENDERS, AS AND BY WAY OF A
CONTINUING GUARANTEE, THE DUE, PROMPT AND COMPLETE PAYMENT, PERFORMANCE AND
SATISFACTION OF ALL OBLIGATIONS, INDEBTEDNESS AND LIABILITIES OF THE DEBTOR TO
THE AGENT AND THE LENDERS UNDER OR IN CONNECTION WITH THE CREDIT DOCUMENTS,
INCLUDING (WITHOUT LIMITATION) ALL OBLIGATIONS, INDEBTEDNESS AND LIABILITIES OF
THE DEBTOR FOR ALL ACCOMMODATIONS MADE TO IT UNDER THE CREDIT AGREEMENT AND ANY
OBLIGATIONS OF THE DEBTOR UNDER ANY GUARANTEE EXECUTED BY THE DEBTOR, AND
WHETHER PRESENT OR FUTURE, DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED
OR NOT, WHERESOEVER AND HOWSOEVER INCURRED AND ANY ULTIMATE UNPAID BALANCE
THEREOF, AND IN ANY CURRENCY, AND WHETHER INCURRED PRIOR TO, AT THE TIME OF OR
SUBSEQUENT TO THE EXECUTION HEREOF (COLLECTIVELY CALLED THE "OBLIGATIONS"),
INCLUDING ALL SUCH AMOUNTS WHICH WOULD BECOME DUE BUT FOR THE OPERATION OF THE
AUTOMATIC STAY UNDER SECTION 362(A) OF THE UNITED STATES BANKRUPTCY CODE, 11
U.S.C. 362(A), AND THE OPERATION OF SECTIONS 502(B) AND 506(B) OF THE UNITED
STATES BANKRUPTCY CODE, 11 U.S.C. 502(B) AND 506(B), PROVIDED, HOWEVER, THAT THE
GUARANTOR SHALL BE LIABLE UNDER THIS GUARANTEE ONLY FOR THE MAXIMUM AMOUNT OF
SUCH LIABILITY THAT CAN BE HEREBY INCURRED WITHOUT RENDERING THIS GUARANTEE
VOIDABLE UNDER APPLICABLE LAW RELATING TO FRAUDULENT CONVEYANCE OR FRAUDULENT
TRANSFER AND NOT FOR ANY GREATER AMOUNT.
(B)
THE GUARANTOR HEREBY ACKNOWLEDGES RECEIPT OF
COMPLETE COMMUNICATION OF ALL THE TERMS AND CONDITIONS OF THE CREDIT DOCUMENTS
AND CONSENTS TO AND APPROVES THE SAME. THIS GUARANTEE AND ALL OF THE DEBTS,
LIABILITIES AND OBLIGATIONS HEREUNDER (COLLECTIVELY, THE "GUARANTOR'S
LIABILITIES") SHALL TAKE EFFECT AND BE BINDING UPON THE GUARANTOR
NOTWITHSTANDING, AND SHALL NOT BE DISCHARGED NOR SHALL THE GUARANTOR'S LIABILITY
HEREUNDER BE AFFECTED BY, ANY DEFECT, IRREGULARITY OR INFORMALITY IN OR OMISSION
FROM THE CREDIT DOCUMENTS NOR BY ANY LEGAL LIMITATION, DISABILITY, INCAPACITY OR
WANT OF ANY BORROWING POWERS OF OR BY THE DEBTOR OR ANY LEGAL LIMITATION
(WHETHER STATUTORY OR OTHERWISE) AFFECTING THE AGENT'S OR THE
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LENDERS' RIGHTS AGAINST THE DEBTOR OR WANT OF AUTHORITY OF ANY DIRECTOR,
MANAGER, OFFICIAL OR OTHER PERSON APPEARING TO BE ACTING FOR THE DEBTOR IN ANY
MATTER IN RESPECT OF THE OBLIGATIONS, AND IN ANY SUCH EVENT, ALL AMOUNTS IN
RESPECT OF THE OBLIGATIONS SHALL BE RECOVERABLE BY THE AGENT FROM THE GUARANTOR
AS SOLE AND PRINCIPAL DEBTOR AND SHALL BE PAID TO THE AGENT ON DEMAND WITH
INTEREST AT THE INTEREST RATES BORNE BY THE RESPECTIVE OBLIGATIONS PLUS 2% PER
ANNUM (SUCH RATES HEREIN REFERRED TO AS THE "INTEREST RATE") CALCULATED MONTHLY
IN ARREARS.
(C)
WITHOUT PREJUDICE TO OR IN ANY WAY
LIMITING, LESSENING, RELEASING, DISCHARGING, MITIGATING, IMPAIRING OR AFFECTING
THE GUARANTOR'S LIABILITIES AND WITHOUT OBTAINING THE CONSENT OF OR GIVING
NOTICE TO THE GUARANTOR, THE AGENT AND THE LENDERS MAY DEAL WITH THE DEBTOR IN
RESPECT OF THE