"CREDIT AGREEMENT
OBLIGATIONS"); AND
(II)
TO EACH INTEREST RATE CREDITOR THE FULL AND PROMPT PAYMENT WHEN
DUE (WHETHER AT THE STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF ALL
OBLIGATIONS (INCLUDING OBLIGATIONS WHICH, BUT FOR ANY AUTOMATIC STAY UNDER
SECTION 362(A) OF THE BANKRUPTCY CODE, WOULD BECOME DUE) AND LIABILITIES OWING
BY THE BORROWER UNDER ANY INTEREST RATE AGREEMENT, WHETHER NOW IN EXISTENCE OR
HEREAFTER ARISING, AND THE DUE PERFORMANCE AND COMPLIANCE BY THE BORROWER WITH
ALL TERMS, CONDITIONS AND AGREEMENTS CONTAINED THEREIN (ALL SUCH OBLIGATIONS AND
LIABILITIES, THE "INTEREST RATE OBLIGATIONS", AND THE INTEREST RATE OBLIGATIONS
TOGETHER WITH THE CREDIT AGREEMENT OBLIGATIONS, COLLECTIVELY THE "GUARANTEED
OBLIGATIONS").
Each Guarantor understands, agrees and confirms that the Secured Creditors may
enforce this Guaranty up to the full amount of the Guaranteed Obligations
against each Guarantor without proceeding against any other Guarantor, the
Borrower, any security for the Guaranteed Obligations, or under any other
guaranty covering all or a portion of the Guaranteed Obligations.
All payments
by each Guarantor under this Guaranty shall be made on the same basis as
payments by the Borrower under Sections 2.6 and 2.9 of the Credit Agreement.
2.
ADDITIONALLY, EACH GUARANTOR, JOINTLY AND SEVERALLY, AND
UNCONDITIONALLY AND IRREVOCABLY GUARANTEES THE PAYMENT OF ANY AND ALL GUARANTEED
OBLIGATIONS OF THE BORROWER TO THE SECURED CREDITORS WHETHER OR NOT DUE OR
PAYABLE BY THE BORROWER UPON THE OCCURRENCE IN RESPECT OF THE BORROWER OF ANY OF
THE EVENTS SPECIFIED IN SECTION 9.1(E) OF THE CREDIT AGREEMENT, AND
UNCONDITIONALLY AND IRREVOCABLY, AND JOINTLY AND SEVERALLY, PROMISES TO PAY SUCH
GUARANTEED OBLIGATIONS TO THE SECURED CREDITORS, OR ORDER, ON DEMAND, IN LAWFUL
MONEY OF THE UNITED STATES.
3.
THE LIABILITY OF EACH GUARANTOR HEREUNDER IS EXCLUSIVE AND
INDEPENDENT OF ANY SECURITY FOR OR OTHER GUARANTY OF THE GUARANTEED OBLIGATIONS
OF THE BORROWER WHETHER EXECUTED BY SUCH GUARANTOR, ANY OTHER GUARANTOR, ANY
OTHER GUARANTOR OR BY ANY OTHER PARTY, AND THE LIABILITY OF EACH GUARANTOR
HEREUNDER SHALL NOT BE AFFECTED OR IMPAIRED BY (A) ANY DIRECTION AS TO
APPLICATION OF PAYMENT BY THE BORROWER OR BY ANY OTHER PARTY, (B) ANY OTHER
CONTINUING OR OTHER GUARANTY, UNDERTAKING OR MAXIMUM LIABILITY OF A GUARANTOR
(OTHER THAN AS SET FORTH IN SECTION 26 HEREIN WITH RESPECT TO SUCH GUARANTOR) OR
OF ANY OTHER PARTY AS TO THE GUARANTEED OBLIGATIONS OF THE BORROWER, (C) ANY
PAYMENT ON OR IN REDUCTION OF ANY SUCH OTHER GUARANTY OR UNDERTAKING, (D) ANY
DISSOLUTION, TERMINATION OR INCREASE, DECREASE OR CHANGE IN PERSONNEL BY THE
BORROWER OR (E) ANY PAYMENT MADE TO ANY SECURED CREDITOR ON THE GUARANTEED
OBLIGATIONS
Page 4
WHICH ANY SECURED CREDITOR REPAYS THE BORROWER PURSUANT TO COURT ORDER IN ANY
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM OR OTHER DEBTOR RELIEF
PROCEEDING, AND EACH GUARANTOR WAIVES ANY RIGHT TO THE DEFERRAL OR MODIFICATION
OF ITS OBLIGATIONS HEREUNDER BY REASON OF ANY SUCH PROCEEDING.
THIS IS A
GUARANTY OF PAYMENT AND NOT OF COLLECTION.
4.
THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER ARE INDEPENDENT OF
THE OBLIGATIONS OF ANY OTHER GUARANTOR, ANY