LOAN IS MADE OR A LETTER OF CREDIT IS ISSUED AS PROVIDED
IN AND SUBJECT TO SECTION 6.1 [FIRST LOANS AND LETTERS OF CREDIT] AND SECTION
6.2 [EACH ADDITIONAL LOAN OR LETTER OF CREDIT] OF THE CREDIT AGREEMENT. IN
ADDITION, EACH GUARANTOR WARRANTS TO THE AGENT AND THE LENDERS THAT: (I) NO
OTHER AGREEMENT, REPRESENTATION OR SPECIAL CONDITION EXISTS BETWEEN SUCH
GUARANTOR AND THE AGENT OR ANY LENDER REGARDING THE LIABILITY OF SUCH GUARANTOR
HEREUNDER, NOR DOES ANY UNDERSTANDING EXIST BETWEEN SUCH GUARANTOR AND ANY
LENDER THAT THE OBLIGATIONS OF SUCH GUARANTOR HEREUNDER ARE OR WILL BE OTHER
THAN AS SET FORTH HEREIN; AND (II) AS OF THE DATE HEREOF, SUCH GUARANTOR HAS NO
DEFENSE WHATSOEVER TO ANY ACTION OR PROCEEDING THAT MAY BE BROUGHT TO ENFORCE
THIS GUARANTEE.
4.
UNTIL ALL OF THE GUARANTEED INDEBTEDNESS IS PAID IN FULL, EACH
GUARANTOR WAIVES AND AGREES NOT TO ENFORCE ANY OF THE RIGHTS OF SUCH GUARANTOR
AGAINST THE BORROWER OR THE OTHER GUARANTORS, INCLUDING, BUT NOT LIMITED TO:
(I) ANY RIGHT OF SUCH GUARANTOR TO BE SUBROGATED IN WHOLE OR IN PART TO ANY
RIGHT OR CLAIM WITH RESPECT TO ANY GUARANTEED INDEBTEDNESS OR ANY PORTION
THEREOF TO THE LENDERS WHICH MIGHT OTHERWISE ARISE FROM PAYMENT BY ANY GUARANTOR
TO THE LENDERS ON THE ACCOUNT OF THE GUARANTEED INDEBTEDNESS OR ANY PORTION
THEREOF; AND (II) ANY RIGHT OF ANY GUARANTOR TO REQUIRE THE MARSHALLING OF
ASSETS OF THE BORROWER OR THE OTHER GUARANTORS WHICH MIGHT OTHERWISE ARISE FROM
PAYMENT BY ANY GUARANTOR TO THE LENDERS ON ACCOUNT OF THE GUARANTEED
INDEBTEDNESS OR ANY PORTION THEREOF. IF ANY AMOUNT SHALL BE PAID TO ANY
GUARANTOR IN VIOLATION OF THE PRECEDING SENTENCE, SUCH AMOUNT SHALL BE DEEMED TO
HAVE BEEN PAID TO SUCH GUARANTOR FOR THE BENEFIT OF, AND HELD IN TRUST FOR THE
BENEFIT OF, THE LENDERS AND SHALL FORTHWITH BE PAID TO THE AGENT AND THE LENDERS
TO BE CREDITED AND APPLIED UPON THE GUARANTEED INDEBTEDNESS, WHETHER MATURED OR
UNMATURED, IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT. EACH GUARANTOR
ACKNOWLEDGES THAT IT WILL RECEIVE DIRECT AND INDIRECT BENEFITS FROM THE
FINANCING ARRANGEMENTS CONTEMPLATED BY THE CREDIT AGREEMENT AND THAT THE WAIVERS
SET FORTH IN THIS SECTION ARE KNOWINGLY MADE IN CONTEMPLATION OF SUCH BENEFITS.
5.
EACH GUARANTOR WAIVES PROMPTNESS AND DILIGENCE BY THE LENDERS
WITH RESPECT TO ITS RIGHTS UNDER THE CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, INCLUDING, BUT NOT LIMITED TO, THIS GUARANTEE.
6.
EACH GUARANTOR WAIVES ANY AND ALL NOTICE WITH RESPECT TO:
(I) ACCEPTANCE BY THE AGENT ON BEHALF OF THE LENDERS OF THIS GUARANTEE; (II) THE
PROVISIONS OF ANY NOTE, INSTRUMENT OR AGREEMENT RELATING TO THE GUARANTEED
INDEBTEDNESS; AND (III) ANY DEFAULT IN CONNECTION WITH THE GUARANTEED
INDEBTEDNESS.
7.
EACH GUARANTOR WAIVES ANY PRESENTMENT, DEMAND, NOTICE OF DISHONOR
OR NONPAYMENT, PROTEST, AND NOTICE OF PROTEST IN CONNECTION WITH THE GUARANTEED
INDEBTEDNESS.
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8.
EACH GUARANTOR AGREES THAT THE LENDERS MAY FROM TIME TO TIME AND
AS MANY TIMES AS THE LENDERS,