INCURRED BY THE AGENT OR ANY BANK IN ENFORCING ANY RIGHTS WITH REGARD
TO OR COLLECTING AGAINST THE GUARANTORS UNDER THIS GUARANTY AND SURETYSHIP
AGREEMENT ("AGREEMENT") AND (II) THE DUE AND PUNCTUAL PERFORMANCE OF AND/OR
COMPLIANCE WITH ALL OF THE TERMS, CONDITIONS AND COVENANTS CONTAINED IN EACH OF
THE CREDIT AGREEMENT, THE NOTES (AS DEFINED IN THE CREDIT AGREEMENT) AND THE
OTHER LOAN DOCUMENTS (AS DEFINED IN THE CREDIT AGREEMENT) TO BE PERFORMED OR
COMPLIED WITH BY THE DEBTORS AND THE ACCURACY OF THE DEBTORS' REPRESENTATIONS
AND WARRANTIES CONTAINED IN EACH OF THE LOAN DOCUMENTS (HEREINAFTER COLLECTIVELY
REFERRED TO AS THE "DEBTOR LIABILITIES"), WHETHER OR NOT SUCH DEBTOR LIABILITIES
OR ANY PORTION THEREOF SHALL HEREAFTER BE RELEASED OR DISCHARGED OR IS FOR ANY
REASON INVALID OR UNENFORCEABLE (CAPITALIZED TERMS USED IN THIS AGREEMENT THAT
ARE DEFINED IN THE CREDIT AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO THEM
THEREIN UNLESS OTHERWISE DEFINED IN THIS AGREEMENT);
2.
ASSENT TO ALL
AGREEMENTS MADE OR TO BE MADE BETWEEN THE AGENT OR ANY BANK AND ANY OTHER
PERSON(S) LIABLE, EITHER ABSOLUTELY OR CONTINGENTLY, ON ANY OF THE DEBTOR
LIABILITIES, INCLUDING ANY AND ALL SUCH AGREEMENTS MADE BY THE DEBTORS AND ANY
CO-MAKER, ENDORSER, PLEDGOR, SURETY OR GUARANTOR (ANY SUCH PERSON BEING
HEREINAFTER REFERRED TO AS AN "OBLIGOR"), AND
FURTHER AGREES THAT THE GUARANTORS' LIABILITY HEREUNDER SHALL NOT BE REDUCED OR
DIMINISHED BY SUCH AGREEMENTS IN ANY WAY;
3.
CONSENT AND
AGREE THAT THEIR OBLIGATIONS AND LIABILITIES HEREUNDER SHALL IN NO WAY BE
REDUCED, LIMITED, WAIVED OR RELEASED IF ANY OTHER PERSON OR PERSONS IS PRESENTLY
OR IN THE FUTURE BECOMES A SURETY OR GUARANTOR IN REGARD TO THE DEBTOR
LIABILITIES OR ANY OTHER LIABILITIES AMONG ANY DEBTOR, THE AGENT AND THE BANKS;
4.
CONSENT THAT
THE AGENT AND THE BANKS MAY, AT THEIR OPTION, WITHOUT IN ANY WAY AFFECTING THE
GUARANTORS' LIABILITY HEREUNDER:
(I) EXCHANGE, SURRENDER OR RELEASE ANY OR ALL
COLLATERAL SECURITY OF ANY ENDORSEMENT, GUARANTY OR SURETY HELD BY THE AGENT OR
THE BANKS FOR ANY OF THE DEBTOR LIABILITIES; (II) RENEW, EXTEND, MODIFY,
SUPPLEMENT, AMEND, RELEASE, ALTER OR COMPROMISE THE TERMS OF ANY OR ALL OF THE
DEBTOR LIABILITIES; AND (III) WAIVE OR FAIL TO PERFECT THE AGENT'S AND THE
BANKS' RIGHTS OR REMEDIES AGAINST ANY DEBTOR OR THE COLLATERAL SECURITY FOR ANY
OF THE DEBTOR LIABILITIES; AND
5.
WARRANT THAT
THE ADDRESS SPECIFIED ON THE SIGNATURE PAGE HEREOF, IMMEDIATELY BELOW EACH
GUARANTOR'S NAME, IS SUCH GUARANTOR'S TRUE AND CORRECT ADDRESS, AND AGREES TO
NOTIFY THE AGENT, IN THE MANNER HEREINAFTER SPECIFIED, WITHIN THREE (3) DAYS
AFTER ANY CHANGE IN SUCH GUARANTOR'S ADDRESS.
CONTINUING GUARANTORS.
This Agreement shall be a continuing one and shall
continue in full force and effect until (subject to the terms and conditions of
the Section of this Agreement entitled Bankruptcy of the Debtors), all Debtor
Liabilities and all other amounts payable under the Loan Documents have been
paid and performed in full, and all Commitments have terminated.
Without
limiting the generality of the foregoing, the