PURSUANT TO CLAUSE (II) OF SUBSECTION (D) BELOW, COLLECT, ENFORCE AND RECEIVE
PAYMENTS ON ACCOUNT OF THE SUBORDINATED OBLIGATIONS AS TRUSTEE FOR THE SECURED
PARTIES AND DELIVER SUCH PAYMENTS TO THE ADMINISTRATIVE AGENT ON ACCOUNT OF THE
GUARANTEED OBLIGATIONS (INCLUDING ALL POST PETITION INTEREST), TOGETHER WITH ANY
NECESSARY ENDORSEMENTS OR OTHER INSTRUMENTS OF TRANSFER, BUT WITHOUT REDUCING OR
AFFECTING IN ANY MANNER THE LIABILITY OF SUCH GUARANTOR UNDER THE OTHER
PROVISIONS OF THIS GUARANTY.
(D)
ADMINISTRATIVE AGENT AUTHORIZATION. AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF A SPECIFIED DEFAULT, THE ADMINISTRATIVE AGENT IS AUTHORIZED
AND EMPOWERED (BUT WITHOUT ANY OBLIGATION TO SO DO), IN ITS DISCRETION, (I) IN
THE NAME OF EACH GUARANTOR, TO COLLECT AND ENFORCE, AND TO SUBMIT CLAIMS IN
RESPECT OF, SUBORDINATED OBLIGATIONS AND TO APPLY ANY AMOUNTS RECEIVED THEREON
TO THE GUARANTEED OBLIGATIONS (INCLUDING ANY AND ALL POST PETITION INTEREST),
AND (II) TO REQUIRE EACH GUARANTOR (A) TO COLLECT AND ENFORCE, AND TO SUBMIT
CLAIMS IN RESPECT OF, SUBORDINATED OBLIGATIONS AND (B) TO PAY ANY AMOUNTS
RECEIVED ON SUCH SUBORDINATED OBLIGATIONS TO THE ADMINISTRATIVE AGENT FOR
APPLICATION TO THE GUARANTEED OBLIGATIONS (INCLUDING ANY AND ALL POST PETITION
INTEREST).
SECTION 14.
CONTINUING GUARANTY; ASSIGNMENTS UNDER THE CREDIT
AGREEMENT.
THIS GUARANTY IS A CONTINUING GUARANTY AND SHALL (A) REMAIN IN FULL
FORCE AND EFFECT UNTIL THE LATEST OF (I) THE PAYMENT IN FULL IN CASH OF THE
GUARANTEED OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS GUARANTY,
(II) THE MATURITY DATE AND (III) THE LATEST DATE OF EXPIRATION, TERMINATION OR
CASH COLLATERALIZATION OR PROVISION OF CREDIT SUPPORT THEREFOR OF ALL LETTERS OF
CREDIT AND THE EXPIRATION OR TERMINATION OF ALL SECURED HEDGE AGREEMENTS, (B) BE
BINDING UPON EACH GUARANTOR, ITS SUCCESSORS AND ASSIGNS AND (C) INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE SECURED PARTIES AND THEIR SUCCESSORS,
TRANSFEREES AND ASSIGNS. WITHOUT LIMITING THE GENERALITY OF CLAUSE (C) OF THE
IMMEDIATELY PRECEDING SENTENCE, ANY SECURED PARTY MAY ASSIGN OR OTHERWISE
TRANSFER ALL OR ANY PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THE CREDIT
AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR ANY PORTION OF ITS COMMITMENTS,
THE LOANS OWING TO IT AND THE NOTE OR NOTES HELD BY IT) TO ANY OTHER PERSON, AND
SUCH OTHER PERSON SHALL THEREUPON BECOME VESTED WITH ALL THE BENEFITS IN RESPECT
THEREOF GRANTED TO SUCH SECURED PARTY HEREIN OR OTHERWISE, IN EACH CASE AS AND
TO THE EXTENT PROVIDED IN SECTION 10.07 OF THE CREDIT AGREEMENT. SUBJECT TO
SECTION 7.04 OF THE CREDIT AGREEMENT, NO GUARANTOR SHALL HAVE THE RIGHT TO
ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE PRIOR WRITTEN
CONSENT OF THE SECURED PARTIES.
SECTION 15.
EXECUTION IN COUNTERPARTS.
THIS GUARANTY AND EACH AMENDMENT,
WAIVER AND CONSENT WITH RESPECT HERETO MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY DIFFERENT PARTIES THERETO IN SEPARATE COUNTERPARTS, EACH OF
WHICH WHEN SO EXECUTED SHALL BE DEEMED TO BE AN ORIGINAL AND ALL OF WHICH TAKEN
TOGETHER SHALL CONSTITUTE ONE AND THE SAME AGREEMENT. DELIVERY OF AN EXECUTED
COUNTERPART