OBLIGATIONS PURSUANT TO
ANY SUCH BANKRUPTCY OR SIMILAR LAW OR OTHER LAW SHALL NOT DIMINISH, DISCHARGE OR
OTHERWISE AFFECT IN ANY WAY THE OBLIGATIONS OF SUCH GUARANTOR UNDER THIS
GUARANTY, AND THAT UPON THE INSTITUTION OF ANY OF THE ABOVE ACTIONS, SUCH
OBLIGATIONS SHALL BE ENFORCEABLE AGAINST SUCH GUARANTOR.
SECTION 13.
COSTS AND EXPENSES.
THE GUARANTORS JOINTLY AND
SEVERALLY AGREE TO PAY OR REIMBURSE THE TRUSTEE ON DEMAND FOR ALL OUT-OF-POCKET
EXPENSES (INCLUDING IN EACH CASE ALL REASONABLE FEES AND EXPENSES OF COUNSEL)
INCURRED BY THE TRUSTEE ARISING OUT OF OR IN CONNECTION WITH THE ENFORCEMENT OF
THIS GUARANTY AGAINST THE GUARANTORS OR ARISING OUT OF OR IN CONNECTION WITH ANY
FAILURE OF ANY GUARANTOR TO FULLY AND TIMELY PERFORM THE OBLIGATIONS OF SUCH
GUARANTOR HEREUNDER.
SECTION 14.
WAIVERS AND AMENDMENTS.
THIS GUARANTY CAN BE WAIVED,
MODIFIED, AMENDED, TERMINATED OR DISCHARGED ONLY EXPLICITLY IN A WRITING SIGNED
BY THE TRUSTEE.
A WAIVER SO SIGNED SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE SPECIFIC PURPOSE GIVEN.
SECTION 15.
NOTICES.
ANY NOTICE OR OTHER COMMUNICATION TO ANY PARTY
IN CONNECTION WITH THIS GUARANTY SHALL BE IN WRITING AND SHALL BE SENT BY MANUAL
DELIVERY, FACSIMILE TRANSMISSION, OVERNIGHT COURIER OR UNITED STATES MAIL
(POSTAGE PREPAID) ADDRESSED TO SUCH PARTY AT THE ADDRESS SPECIFIED ON THE
SIGNATURE PAGE HEREOF, OR AT SUCH OTHER ADDRESS AS SUCH PARTY SHALL
5
HAVE SPECIFIED TO THE OTHER PARTY HERETO IN WRITING.
ALL PERIODS OF NOTICE
SHALL BE MEASURED FROM THE DATE OF DELIVERY THEREOF IF MANUALLY DELIVERED, FROM
THE DATE OF SENDING THEREOF IF SENT BY FACSIMILE TRANSMISSION, FROM THE FIRST
BUSINESS DAY AFTER THE DATE OF SENDING IF SENT BY OVERNIGHT COURIER, OR FROM
FOUR DAYS AFTER THE DATE OF MAILING IF MAILED.
SECTION 16.
GUARANTOR ACKNOWLEDGEMENTS.
THE GUARANTORS HEREBY
ACKNOWLEDGE THAT (A) COUNSEL HAS ADVISED THE GUARANTORS IN THE NEGOTIATION,
EXECUTION AND DELIVERY OF THIS GUARANTY, (B) NEITHER THE TRUSTEE NOR ANY HOLDER
HAS A FIDUCIARY RELATIONSHIP TO ANY GUARANTOR, EACH SUCH RELATIONSHIP BEING
SOLELY THAT OF OBLIGOR AND CREDITOR, AND (C) NO JOINT VENTURE EXISTS BETWEEN ANY
GUARANTOR AND THE TRUSTEE OR ANY GUARANTOR AND ANY HOLDER.
SECTION 17.
REPRESENTATIONS AND WARRANTIES.
EACH GUARANTOR HEREBY
REPRESENTS AND WARRANTS TO THE TRUSTEE AND THE HOLDERS THAT IT IS A CORPORATION,
LIMITED LIABILITY COMPANY, OR LIMITED PARTNERSHIP, AS APPLICABLE, ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION AND HAS THE POWER AND AUTHORITY AND THE LEGAL RIGHT TO OWN AND
OPERATE ITS PROPERTIES AND TO CONDUCT THE BUSINESS IN WHICH IT IS CURRENTLY
ENGAGED.
EACH GUARANTOR FURTHER REPRESENTS AND WARRANTS TO THE TRUSTEE AND THE
HOLDERS THAT:
17(A)
IT HAS THE POWER AND AUTHORITY AND THE LEGAL RIGHT TO EXECUTE AND
DELIVER, AND TO PERFORM ITS OBLIGATIONS UNDER THIS GUARANTY AND THE OTHER
INDENTURE DOCUMENTS TO WHICH IT IS A PARTY AND HAS TAKEN ALL NECESSARY ACTION
REQUIRED BY ITS FORM OF ORGANIZATION TO AUTHORIZE SUCH EXECUTION, DELIVERY AND
PERFORMANCE.
17(B)
THIS GUARANTY AND EACH