GIVEN TO TERMS DEFINED HEREIN SHALL BE EQUALLY
APPLICABLE TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
SECTION 2
GUARANTEE
2.1
GUARANTEE.
(A)
GUARANTEE OF EACH SUBSIDIARY GUARANTOR.
EACH SUBSIDIARY
GUARANTOR, AS PRIMARY OBLIGOR AND NOT MERELY AS SURETY, HEREBY JOINTLY AND
SEVERALLY, IRREVOCABLY AND FULLY AND UNCONDITIONALLY GUARANTEES, ON AN UNSECURED
SENIOR BASIS, THE PUNCTUAL PAYMENT WHEN DUE, WHETHER AT STATED MATURITY, BY
ACCELERATION OR OTHERWISE, OF ALL MONETARY OBLIGATIONS OF THE BORROWER UNDER THE
CREDIT AGREEMENT AND THE SENIOR INTERIM LOAN NOTES, WHETHER FOR PRINCIPAL OF OR
INTEREST ON THE LOANS, EXPENSES, INDEMNIFICATION OR OTHERWISE (ALL SUCH
OBLIGATIONS GUARANTEED BY SUCH SUBSIDIARY GUARANTORS BEING HEREIN CALLED THE
"GUARANTEED OBLIGATIONS").
The obligations of each Subsidiary Guarantor shall be limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Subsidiary Guarantor (including but not limited to any
Guarantee by it of any Bank Indebtedness) and after giving effect to any
collections from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor, or
pursuant to its contribution obligations, under this Agreement, result in the
obligations of such Subsidiary Guarantor under this Agreement not constituting a
fraudulent conveyance or fraudulent transfer under applicable law, or being void
or unenforceable under any law relating to insolvency of debtors.
(B)
FURTHER AGREEMENTS OF EACH SUBSIDIARY GUARANTOR.
(I)
EACH
SUBSIDIARY GUARANTOR HEREBY AGREES THAT (TO THE FULLEST EXTENT PERMITTED BY LAW)
ITS OBLIGATIONS HEREUNDER SHALL BE UNCONDITIONAL, IRRESPECTIVE OF THE VALIDITY,
REGULARITY OR ENFORCEABILITY OF THE CREDIT AGREEMENT, THE SENIOR INTERIM LOAN
NOTES OR THE OBLIGATIONS OF THE BORROWER OR ANY OTHER SUBSIDIARY GUARANTOR TO
THE LENDERS HEREUNDER OR THEREUNDER, THE ABSENCE OF ANY ACTION TO ENFORCE THE
SAME, ANY WAIVER OR CONSENT BY ANY LENDER WITH RESPECT TO ANY PROVISIONS HEREOF
OR THEREOF, ANY RELEASE OF ANY OTHER SUBSIDIARY GUARANTOR, THE RECOVERY OF ANY
JUDGMENT AGAINST THE BORROWER, ANY ACTION TO ENFORCE THE SAME, WHETHER OR NOT A
NOTATION CONCERNING ITS SUBSIDIARY GUARANTEE IS MADE ON ANY PARTICULAR SENIOR
INTERIM LOAN NOTE, OR ANY OTHER CIRCUMSTANCE THAT MIGHT OTHERWISE CONSTITUTE A
LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SUBSIDIARY GUARANTOR.
(II)
EACH SUBSIDIARY GUARANTOR HEREBY WAIVES (TO THE FULLEST EXTENT
PERMITTED BY LAW) THE BENEFIT OF DILIGENCE, PRESENTMENT, DEMAND OF PAYMENT,
FILING OF CLAIMS WITH A COURT IN THE EVENT OF INSOLVENCY OR BANKRUPTCY OF THE
BORROWER, ANY RIGHT TO REQUIRE A PROCEEDING FIRST AGAINST THE BORROWER, PROTEST,
NOTICE AND ALL DEMANDS WHATSOEVER AND COVENANTS THAT (EXCEPT AS OTHERWISE
PROVIDED IN SUBSECTION 2.3) ITS SUBSIDIARY GUARANTEE WILL NOT BE DISCHARGED
EXCEPT BY COMPLETE PERFORMANCE OF THE OBLIGATIONS CONTAINED IN THE CREDIT
AGREEMENT, THE SENIOR INTERIM LOAN NOTES AND THIS AGREEMENT.
SUCH SUBSIDIARY
3
GUARANTEE IS A GUARANTEE OF PAYMENT AND NOT OF COLLECTION.
EACH SUBSIDIARY
GUARANTOR FURTHER AGREES (TO THE FULLEST EXTENT PERMITTED BY LAW) THAT, AS
BETWEEN IT, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT AND