(C)
UNLESS AND UNTIL THE INDEFEASIBLE PAYMENT AND SATISFACTION IN FULL
OF ALL OF THE GUARANTEED OBLIGATIONS IN IMMEDIATELY AVAILABLE FUNDS AND THE
TERMINATION OF THE FINANCING ARRANGEMENTS OF AGENT AND LENDERS WITH BORROWERS,
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH GUARANTOR HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND RELINQUISHES (I) ALL STATUTORY, CONTRACTUAL, COMMON
LAW, EQUITABLE AND ALL OTHER CLAIMS AGAINST ANY BORROWER, ANY COLLATERAL FOR THE
GUARANTEED OBLIGATIONS OR OTHER ASSETS OF ANY BORROWER OR ANY OTHER OBLIGOR, FOR
SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION, INDEMNIFICATION, SETOFF
OR OTHER RECOURSE IN RESPECT TO SUMS PAID OR PAYABLE TO AGENT OR ANY LENDER BY
EACH GUARANTOR HEREUNDER AND (II) ANY AND ALL OTHER BENEFITS WHICH ANY GUARANTOR
MIGHT OTHERWISE DIRECTLY OR INDIRECTLY RECEIVE OR BE ENTITLED TO RECEIVE BY
REASON OF ANY AMOUNTS PAID BY OR COLLECTED OR DUE FROM GUARANTORS, BORROWERS OR
ANY OTHER OBLIGOR UPON THE GUARANTEED OBLIGATIONS OR REALIZED FROM THEIR
PROPERTY.
THE FOREGOING WAIVER OF RIGHTS IS MADE IN FAVOR OF AGENT, THE
LENDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ONLY AND SHALL NOT BE
DEEMED A WAIVER OF SUCH RIGHTS FOR THE BENEFIT OF ANY OTHER CREDITOR OF BORROWER
OR ANY OTHER OBLIGOR.
3.
SUBORDINATION.
PAYMENT OF ALL AMOUNTS NOW OR HEREAFTER OWED TO
ANY GUARANTOR BY ANY BORROWER OR ANY OTHER OBLIGOR IS HEREBY SUBORDINATED IN
RIGHT OF PAYMENT TO THE INDEFEASIBLE PAYMENT IN FULL OF THE GUARANTEED
OBLIGATIONS AND ALL SUCH AMOUNTS AND ANY SECURITY AND GUARANTEES THEREFOR ARE
HEREBY ASSIGNED TO AGENT AS SECURITY FOR THE GUARANTEED OBLIGATIONS.
4.
ACCELERATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN OR ANY OF THE TERMS OF ANY OF THE OTHER FINANCING AGREEMENTS, THE
LIABILITY OF GUARANTORS FOR THE ENTIRE GUARANTEED OBLIGATIONS SHALL MATURE AND
BECOME IMMEDIATELY DUE AND PAYABLE, EVEN IF THE LIABILITY OF ANY BORROWER OR ANY
OTHER OBLIGOR THEREFOR DOES NOT, UPON THE OCCURRENCE OF ANY ACT, CONDITION OR
EVENT WHICH CONSTITUTES AN EVENT OF DEFAULT AS SUCH TERM IS DEFINED IN THE LOAN
AGREEMENT.
5.
ACCOUNT STATED. THE BOOKS AND RECORDS OF AGENT SHOWING THE
ACCOUNT BETWEEN AGENT AND BORROWER SHALL BE ADMISSIBLE IN EVIDENCE IN ANY ACTION
OR PROCEEDING AGAINST OR INVOLVING GUARANTORS AS PRIMA FACIE PROOF OF THE ITEMS
THEREIN SET FORTH, AND THE MONTHLY
4
STATEMENTS OF AGENT RENDERED TO BORROWER, TO THE EXTENT TO WHICH NO WRITTEN
OBJECTION IS MADE WITHIN THIRTY (30) DAYS FROM THE DATE OF SENDING THEREOF TO
BORROWER, SHALL BE DEEMED CONCLUSIVELY CORRECT AND CONSTITUTE AN ACCOUNT STATED
BETWEEN AGENT AND BORROWER AND BE BINDING ON GUARANTORS.
6.
TERMINATION.
THIS GUARANTEE IS CONTINUING, UNLIMITED, ABSOLUTE
AND UNCONDITIONAL.
ALL GUARANTEED OBLIGATIONS SHALL BE CONCLUSIVELY PRESUMED TO
HAVE BEEN CREATED IN RELIANCE ON THIS GUARANTEE.
EACH GUARANTOR SHALL CONTINUE
TO BE LIABLE HEREUNDER UNTIL ONE OF AGENT'S OFFICERS ACTUALLY RECEIVES A WRITTEN
TERMINATION NOTICE FROM A GUARANTOR SENT TO AGENT AT ITS ADDRESS SET FORTH ABOVE
BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED AND THEREAFTER AS SET FORTH BELOW.
SUCH NOTICE RECEIVED BY AGENT FROM ANY ONE