ORDER AS THE AGENT SHALL SELECT.
IF (A) THE GUARANTOR SHALL MAKE PAYMENT
TO THE AGENT OF ALL OR ANY PART OF THE OBLIGATIONS; AND (B) THE OBLIGATIONS OF
THE BANKS TO MAKE LOANS OR ISSUE LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT
SHALL BE TERMINATED AND ALL OF THE OBLIGATIONS SHALL BE PAID IN FULL THEREAFTER,
THE AGENT WILL, AT THE GUARANTOR'S REQUEST, EXECUTE AND DELIVER TO THE GUARANTOR
APPROPRIATE DOCUMENTS, WITHOUT RECOURSE AND WITHOUT REPRESENTATION OR WARRANTY,
NECESSARY TO EVIDENCE THE TRANSFER BY SUBROGATION TO THE GUARANTOR OF ANY
INTEREST IN THE OBLIGATIONS RESULTING FROM SUCH PAYMENT BY THE GUARANTOR.
SECTION 7.
SUBORDINATION OF BORROWERS' OBLIGATIONS TO THE GUARANTOR.
THE
GUARANTOR AGREES THAT IF, FOR ANY REASON WHATSOEVER, ANY BORROWER NOW OR
HEREAFTER OWES ANY INDEBTEDNESS, DIRECTLY OR INDIRECTLY, TO THE GUARANTOR, OR
THE GUARANTOR NOW OR HEREAFTER OWES ANY INDEBTEDNESS, DIRECTLY OR INDIRECTLY, TO
ANY OTHER GUARANTOR OF THE OBLIGATIONS, ALL SUCH INDEBTEDNESS, TOGETHER WITH ALL
INTEREST THEREON AND FEES AND OTHER CHARGES IN CONNECTION THEREWITH, AND ALL
LIENS SECURING ANY SUCH INDEBTEDNESS SHALL AT ALL TIMES BE SECOND, SUBORDINATE
AND INFERIOR IN RIGHT OF PAYMENT, IN LIEN PRIORITY AND IN ALL OTHER RESPECTS TO
THE OBLIGATIONS AND THE FULFILLMENT OF ANY OF THE GUARANTOR'S OBLIGATIONS
HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS.
THE PROVISIONS OF THIS
SECTION 7 ARE IN ADDITION TO, AND CUMULATIVE OF, ANY OTHER PROVISIONS CONTAINED
IN ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT, INSTRUMENT OR WRITING.
SECTION 8.
STAY OF ACCELERATION.
IF ACCELERATION OF THE TIME FOR PAYMENT OF
ANY AMOUNT PAYABLE BY ANY BORROWER UNDER THE CREDIT AGREEMENT OR THE NOTES IS
STAYED UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF SUCH BORROWER, ALL
SUCH AMOUNTS OTHERWISE SUBJECT
4
to acceleration under the terms of the Credit Agreement shall nonetheless be
payable by the Guarantor hereunder forthwith on demand by the holder or holders
of the Notes.
The Guarantor's Obligations under this Guaranty shall not be
limited by any valuation, estimation or disallowance made in connection with any
proceedings filed under the United States Bankruptcy Code.
SECTION 9.
REPRESENTATIONS AND WARRANTIES.
THE GUARANTOR HEREBY REPRESENTS AND
WARRANTS AS FOLLOWS:
(A)
THIS GUARANTY IS, AND ALL OTHER DOCUMENTS AND INSTRUMENTS EXECUTED
IN CONNECTION HEREWITH WHEN DELIVERED WILL BE, LEGAL, VALID AND BINDING
OBLIGATIONS OF THE GUARANTOR, ENFORCEABLE AGAINST THE GUARANTOR IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE (I) LIMITED BY
THE EFFECT OF ANY DEBTOR LAWS; AND (II) SUBJECT TO THE EFFECT OF GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW).
(B)
UPON GIVING EFFECT TO (A) THE EXECUTION OF THIS GUARANTY; AND (B)
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED UNDER THIS GUARANTY, THE
FOLLOWING ARE TRUE AND CORRECT AFTER DILIGENT INVESTIGATION:
(I)
THE FAIR SALEABLE VALUE OF THE ASSETS OF THE GUARANTOR EXCEEDS
THE AMOUNT THAT WILL BE REQUIRED TO BE PAID ON OR IN RESPECT OF THE EXISTING
DEBTS AND OTHER LIABILITIES