Accordingly, the parties hereto agree as follows:
SECTION 1.
GUARANTEE. THE GUARANTOR UNCONDITIONALLY GUARANTEES, AS A PRIMARY
OBLIGOR AND NOT MERELY AS A SURETY, THE DUE AND PUNCTUAL PAYMENT AND PERFORMANCE
OF ALL OF THE OBLIGATIONS FROM TIME TO TIME OUTSTANDING UNDER THE CREDIT
AGREEMENT.
THE GUARANTOR FURTHER AGREES THAT THE DUE AND PUNCTUAL PAYMENT OF
THE OBLIGATIONS MAY BE EXTENDED OR RENEWED, IN WHOLE OR IN PART, WITHOUT NOTICE
TO OR FURTHER ASSENT FROM IT, AND THAT IT WILL REMAIN BOUND UPON ITS GUARANTEE
HEREUNDER NOTWITHSTANDING ANY SUCH EXTENSION OR RENEWAL OF ANY OBLIGATION OF THE
BORROWER PURSUANT TO THE CREDIT AGREEMENT.
SECTION 2.
OBLIGATIONS NOT WAIVED.
TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE GUARANTOR WAIVES PRESENTMENT TO, DEMAND OF PAYMENT FROM AND
PROTEST TO THE BORROWER OR TO ANY OTHER GUARANTOR OF ANY OF THE OBLIGATIONS, AND
ALSO WAIVES NOTICE OF ACCEPTANCE OF ITS GUARANTEE AND NOTICE OF PROTEST FOR
NONPAYMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE OBLIGATIONS
OF THE GUARANTOR HEREUNDER SHALL NOT BE AFFECTED BY (A) THE FAILURE OF THE AGENT
OR ANY LENDER TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE OR EXERCISE ANY RIGHT
OR REMEDY AGAINST THE BORROWER OR ANY OTHER GUARANTOR UNDER THE PROVISIONS OF
THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR OTHERWISE, (B) ANY EXTENSION OR
RENEWAL OF ANY OF THE OBLIGATIONS, (C) ANY RESCISSION, WAIVER, AMENDMENT OR
MODIFICATION OF, OR ANY RELEASE FROM ANY OF THE TERMS OR PROVISIONS OF ANY OTHER
LOAN DOCUMENT OR ANY OTHER GUARANTEE, (D) THE FAILURE OR DELAY OF ANY LENDER TO
EXERCISE ANY RIGHT OR REMEDY AGAINST ANY OTHER GUARANTOR OF THE OBLIGATIONS, (E)
THE FAILURE OF ANY LENDER TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY REMEDY
UNDER ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT, (F) ANY DEFAULT,
FAILURE OR DELAY, WILFUL OR OTHERWISE, IN THE PERFORMANCE OF THE OBLIGATIONS; OR
(G) ANY OTHER ACT, OMISSION OR DELAY
TO DO ANY OTHER ACT WHICH MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE
RISK OF THE GUARANTOR OR OTHERWISE OPERATE AS A DISCHARGE OF THE GUARANTOR AS A
MATTER OF LAW OR EQUITY.
SECTION 3.
GUARANTEE OF PAYMENT.
THE GUARANTOR FURTHER AGREES THAT ITS
GUARANTEE CONSTITUTES A GUARANTEE OF PAYMENT WHEN DUE (WHETHER OR NOT ANY
BANKRUPTCY OR SIMILAR PROCEEDING SHALL HAVE STAYED THE ACCRUAL OR COLLECTION OF
ANY OF THE OBLIGATIONS OR OPERATED AS A DISCHARGE THEREOF) AND NOT MERELY OF
COLLECTION, AND WAIVES ANY RIGHT TO REQUIRE THAT ANY RESORT BE HAD BY THE AGENT
OR ANY LENDER TO ANY BALANCE OF ANY DEPOSIT ACCOUNT OR CREDIT ON THE BOOKS OF
THE AGENT OR ANY LENDER IN FAVOR OF THE BORROWER, ANY OTHER GUARANTOR OR ANY
OTHER PERSON.
SECTION 4.
NO DISCHARGE OR DIMINISHMENT OF GUARANTEE.
THE OBLIGATIONS OF THE
GUARANTOR HEREUNDER SHALL NOT BE SUBJECT TO ANY REDUCTION, LIMITATION,
IMPAIRMENT, RECOUPMENT OR TERMINATION FOR ANY REASON (OTHER THAN THE PAYMENT IN
FULL IN CASH OF