ANY STATUTE
OF LIMITATIONS AFFECTING THE LIABILITY OF SUCH GUARANTOR HEREUNDER. EACH
GUARANTOR WAIVES ANY RIGHT TO ENFORCE ANY REMEDY WHICH ANY HOLDER OF OBLIGATIONS
NOW HAS OR MAY HEREAFTER HAVE AGAINST ANY BORROWER AND WAIVES ANY BENEFIT OF AND
ANY RIGHT TO PARTICIPATE IN ANY SECURITY NOW OR HEREAFTER HELD BY ANY HOLDER OF
OBLIGATIONS.
8.
EXHAUSTION OF OTHER REMEDIES NOT REQUIRED. THE OBLIGATIONS OF
EACH GUARANTOR HEREUNDER ARE THOSE OF PRIMARY OBLIGOR, AND NOT MERELY AS SURETY,
AND ARE INDEPENDENT OF THE GUARANTEED OBLIGATIONS. EACH GUARANTOR WAIVES
DILIGENCE BY THE HOLDERS OF OBLIGATIONS AND ACTION ON DELINQUENCY IN RESPECT OF
THE GUARANTEED OBLIGATIONS OR ANY PART THEREOF, INCLUDING, WITHOUT LIMITATION
ANY PROVISIONS OF LAW REQUIRING ANY HOLDER OF OBLIGATIONS TO EXHAUST ANY RIGHT
OR REMEDY OR TO TAKE ANY ACTION AGAINST ANY BORROWER, ANY OTHER GUARANTOR OR ANY
OTHER PERSON, ENTITY OR PROPERTY BEFORE ENFORCING THIS GUARANTY AGAINST SUCH
GUARANTOR.
9.
REINSTATEMENT. NOTWITHSTANDING ANYTHING IN THIS GUARANTY TO THE
CONTRARY, THIS GUARANTY SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE
CASE MAY BE, IF AT ANY TIME ANY PAYMENT OF ANY PORTION OF THE GUARANTEED
OBLIGATIONS IS REVOKED, TERMINATED, RESCINDED OR REDUCED OR MUST OTHERWISE BE
RESTORED OR RETURNED UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY
BORROWER OR ANY OTHER PERSON OR ENTITY OR OTHERWISE, AS IF SUCH PAYMENT HAD NOT
BEEN MADE AND WHETHER OR NOT THE ADMINISTRATIVE AGENT OR ANY OTHER HOLDER OF
OBLIGATIONS IS IN POSSESSION OF OR HAS RELEASED THIS GUARANTY AND REGARDLESS OF
ANY PRIOR REVOCATION, RESCISSION, TERMINATION OR REDUCTION.
10.
SUBORDINATION. EACH GUARANTOR HEREBY SUBORDINATES THE PAYMENT OF
ALL OBLIGATIONS AND INDEBTEDNESS OF ANY LOAN PARTY OWING TO SUCH GUARANTOR,
WHETHER NOW EXISTING OR HEREAFTER ARISING, INCLUDING BUT NOT LIMITED TO ANY
OBLIGATION OF ANY LOAN PARTY TO SUCH GUARANTOR AS SUBROGEE OF THE HOLDERS OF
OBLIGATIONS OR RESULTING FROM SUCH GUARANTOR'S PERFORMANCE UNDER THIS GUARANTY,
TO THE INDEFEASIBLE PAYMENT IN FULL OF ALL GUARANTEED OBLIGATIONS. IF THE
ADMINISTRATIVE AGENT, ON BEHALF OF THE HOLDERS OF OBLIGATIONS, SO REQUESTS, ANY
SUCH OBLIGATION OR INDEBTEDNESS OF ANY LOAN PARTY TO SUCH GUARANTOR SHALL BE
ENFORCED AND PERFORMANCE RECEIVED BY SUCH GUARANTOR AS TRUSTEE FOR THE HOLDERS
OF OBLIGATIONS AND THE PROCEEDS THEREOF SHALL BE PAID OVER TO THE ADMINISTRATIVE
AGENT ON ACCOUNT OF THE GUARANTEED OBLIGATIONS AND SHALL BE CREDITED AND APPLIED
TO THE GUARANTEED OBLIGATIONS, WHETHER MATURED OR UNMATURED, BUT WITHOUT
REDUCING OR AFFECTING IN ANY MANNER THE LIABILITY OF ANY GUARANTOR UNDER THIS
GUARANTY.
11.
STAY OF ACCELERATION. IN THE EVENT THAT ACCELERATION OF THE TIME
FOR PAYMENT OF ANY OF THE GUARANTEED OBLIGATIONS IS STAYED, UPON THE INSOLVENCY,
BANKRUPTCY OR REORGANIZATION
5
OF ANY BORROWER OR ANY OTHER PERSON OR ENTITY, OR OTHERWISE, ALL SUCH AMOUNTS
SHALL NONETHELESS BE PAYABLE BY EACH GUARANTOR IMMEDIATELY UPON DEMAND BY THE
ADMINISTRATIVE AGENT.
12.
EXPENSES. EACH GUARANTOR SHALL PAY ON DEMAND ALL OUT-OF-POCKET
EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES AND THE ALLOCATED
COST AND DISBURSEMENTS OF INTERNAL LEGAL