OBLIGATION
TO CREATE OR IMPOSE) ANY LIEN UPON ANY OF THE PROPERTY OR ASSETS OF SUCH
GUARANTOR OR ANY OF ITS SUBSIDIARIES PURSUANT TO THE TERMS OF, ANY INDENTURE,
MORTGAGE, DEED OF TRUST, AGREEMENT OR OTHER INSTRUMENT TO WHICH SUCH GUARANTOR
OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH IT OR ANY OF ITS PROPERTY OR
ASSETS IS BOUND OR TO WHICH IT MAY BE SUBJECT OR (III) WILL VIOLATE ANY
PROVISION OF THE CERTIFICATE OF INCORPORATION OR BY-LAWS (OR EQUIVALENT
ORGANIZATIONAL DOCUMENTS) OF SUCH GUARANTOR OR ANY OF ITS SUBSIDIARIES, EXCEPT
IN THE CASE OF CLAUSES (I) AND (II), ANY CONTRAVENTIONS, CONFLICTS,
INCONSISTENCIES, BREACHES AND DEFAULTS WHICH ARE NOT REASONABLY LIKELY TO
ADVERSELY EFFECT ANY LENDER OR TO HAVE A MATERIAL ADVERSE EFFECT.
(D)
EXCEPT FOR THE FILING OF THE MORTGAGES AND THE FILING OF THE
FINANCING STATEMENTS AND FOR ANY OTHER FILINGS, REGISTRATIONS OR RECORDINGS
REQUIRED UNDER THE COLLATERAL DOCUMENTS (ALL OF WHICH HAVE BEEN MADE OR WILL BE
MADE AS REQUIRED) AND ANY CONSENTS TO ASSIGNMENTS OF ANY GOVERNMENT LEASE, NO
ORDER, CONSENT, APPROVAL, LICENSE, AUTHORIZATION OR VALIDATION OF, OR FILING,
RECORDING OR REGISTRATION WITH, OR EXEMPTION BY, ANY FOREIGN OR DOMESTIC
GOVERNMENTAL OR PUBLIC BODY OR AUTHORITY, OR ANY SUBDIVISION THEREOF, IS
REQUIRED TO AUTHORIZE OR IS REQUIRED IN CONNECTION WITH (I) THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT TO WHICH
SUCH GUARANTOR IS A PARTY, OR (II) THE LEGALITY, VALIDITY, BINDING EFFECT OR
ENFORCEABILITY OF THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT TO WHICH SUCH
GUARANTOR IS A PARTY.
(E)
THERE ARE NO ACTIONS, SUITS OR PROCEEDINGS PENDING OR THREATENED
(I) WITH RESPECT TO ANY CREDIT DOCUMENT TO WHICH SUCH GUARANTOR IS PARTY OR
(II) THAT, AFTER GIVING EFFECT TO EXPECTED INSURANCE PROCEEDS AND INDEMNITY
PAYMENTS, ARE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
14.
EACH GUARANTOR COVENANTS AND AGREES THAT ON AND AFTER THE DATE
HEREOF AND UNTIL THE TERMINATION OF THE TOTAL COMMITMENTS AND ALL INTEREST RATE
AGREEMENTS AND WHEN NO NOTE OR LETTER OF CREDIT REMAINS OUTSTANDING (OTHER THAN
LETTERS OF CREDIT, TOGETHER WITH ALL FEES THAT HAVE ACCRUED AND WILL ACCRUE
THEREON THROUGH THE STATED TERMINATION DATE OF SUCH LETTERS OF CREDIT, WHICH
HAVE BEEN SUPPORTED IN A MANNER SATISFACTORY TO THE APPLICABLE ISSUING LENDER IN
ITS SOLE AND ABSOLUTE DISCRETION) AND ALL GUARANTEED OBLIGATIONS THEN DUE AND
PAYABLE HAVE BEEN PAID IN FULL, SUCH GUARANTOR SHALL TAKE, OR WILL REFRAIN FROM
TAKING, AS THE CASE MAY BE, ALL ACTIONS THAT ARE NECESSARY TO BE TAKEN OR NOT
TAKEN SO THAT NO VIOLATION OF ANY PROVISION, COVENANT OR AGREEMENT CONTAINED IN
ARTICLE 7 OR 8 OF THE CREDIT AGREEMENT, AND SO THAT NO DEFAULT OR EVENT OF
DEFAULT, IS CAUSED BY THE ACTIONS OF SUCH GUARANTOR OR ANY OF ITS SUBSIDIARIES.
15.
EACH GUARANTOR HEREBY JOINTLY AND SEVERALLY AGREES TO PAY ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES AND DISBURSEMENT OF COUNSEL) OF EACH SECURED CREDITOR