pursuant to the Loan Agreement and the other
Financing Agreements each Guarantor has agreed to guarantee the payment and
performance of the Guaranteed Obligations (as hereinafter defined) on the terms
set
forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
each Guarantor hereby jointly and severally agrees in favor of Agent and Lenders
as follows:
1.
GUARANTEE.
(A)
EACH GUARANTOR ABSOLUTELY AND UNCONDITIONALLY, JOINTLY AND
SEVERALLY, GUARANTEES AND AGREES TO BE LIABLE FOR THE FULL AND INDEFEASIBLE
PAYMENT AND PERFORMANCE WHEN DUE OF THE FOLLOWING (ALL OF WHICH ARE COLLECTIVELY
REFERRED TO HEREIN AS THE "GUARANTEED OBLIGATIONS"):
(I) ALL OBLIGATIONS,
LIABILITIES AND INDEBTEDNESS OF ANY KIND, NATURE AND DESCRIPTION OF BORROWERS TO
AGENT OR ANY LENDER OR ANY OF THEIR AFFILIATES (INCLUDING ALL OBLIGATIONS
ARISING UNDER OR IN CONNECTION WITH ANY BANK PRODUCTS), INCLUDING PRINCIPAL,
INTEREST, CHARGES, FEES, COSTS AND EXPENSES, HOWEVER EVIDENCED, WHETHER AS
PRINCIPAL, SURETY, ENDORSER, GUARANTOR OR OTHERWISE, ARISING UNDER THE LOAN
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS, WHETHER NOW EXISTING OR
HEREAFTER ARISING, WHETHER ARISING BEFORE, DURING OR AFTER THE INITIAL OR ANY
RENEWAL TERM OF THE LOAN AGREEMENT OR AFTER THE COMMENCEMENT OF ANY CASE WITH
RESPECT TO ANY BORROWER UNDER THE UNITED STATES BANKRUPTCY CODE OR ANY SIMILAR
STATUTE (INCLUDING, WITHOUT LIMITATION, THE PAYMENT OF INTEREST AND OTHER
AMOUNTS, WHICH WOULD ACCRUE AND BECOME DUE BUT FOR THE COMMENCEMENT OF SUCH
CASE, WHETHER OR NOT SUCH AMOUNTS ARE ALLOWED OR ALLOWABLE IN WHOLE OR IN PART
IN ANY SUCH CASE AND INCLUDING LOANS, INTEREST, FEES, CHARGES AND EXPENSES
RELATED THERETO AND ALL OTHER OBLIGATIONS OF SUCH BORROWER OR ITS SUCCESSORS TO
AGENT AND ANY LENDER ARISING AFTER THE COMMENCEMENT OF SUCH CASE), WHETHER
DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, JOINT OR SEVERAL, DUE OR NOT DUE,
PRIMARY OR SECONDARY, LIQUIDATED OR UNLIQUIDATED, SECURED OR UNSECURED, AND
HOWEVER ACQUIRED BY AGENT OR ANY LENDER AND (II) ALL EXPENSES (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS' FEES AND LEGAL EXPENSES) INCURRED BY AGENT OR ANY
LENDER IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, RECORDING,
ADMINISTRATION, COLLECTION, LIQUIDATION, ENFORCEMENT AND DEFENSE OF ANY
BORROWER'S OBLIGATIONS, LIABILITIES AND INDEBTEDNESS AS AFORESAID TO AGENT OR
ANY LENDER, THE RIGHTS OF AGENT OR ANY LENDER IN ANY COLLATERAL OR UNDER THIS
GUARANTEE AND ALL OTHER FINANCING AGREEMENTS OR IN ANY WAY INVOLVING CLAIMS BY
OR AGAINST AGENT OR ANY LENDER DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATED
TO THE RELATIONSHIPS BETWEEN ANY BORROWER, ANY GUARANTOR OR ANY OTHER OBLIGOR
(AS HEREINAFTER DEFINED) AND AGENT OR ANY LENDER, WHETHER SUCH EXPENSES ARE
INCURRED BEFORE, DURING OR AFTER THE INITIAL OR ANY RENEWAL TERM OF THE LOAN
AGREEMENT AND THE OTHER FINANCING AGREEMENTS OR AFTER THE COMMENCEMENT OF ANY
CASE WITH RESPECT TO ANY BORROWER OR ANY GUARANTOR UNDER THE UNITED STATES
BANKRUPTCY CODE OR ANY SIMILAR STATUTE.
(B)
THIS GUARANTEE IS A GUARANTY OF PAYMENT AND NOT OF COLLECTION.
EACH GUARANTOR AGREES THAT AGENT