THIS GUARANTY AND NOTICE OF ANY
LIABILITY TO WHICH IT MAY APPLY; (C) ALL OTHER NOTICES AND DEMANDS OF ANY KIND
AND DESCRIPTION RELATING TO THE OBLIGATIONS NOW OR HEREAFTER PROVIDED FOR BY ANY
AGREEMENT, STATUTE, LAW, RULE OR REGULATION; AND (D) ANY AND ALL DEFENSES OF THE
ISSUER PERTAINING TO THE OBLIGATIONS EXCEPT FOR THE DEFENSE OF DISCHARGE BY
PAYMENT.
NO GUARANTOR SHALL BE EXONERATED WITH RESPECT TO SUCH GUARANTORS'
LIABILITIES UNDER THIS GUARANTY BY ANY ACT OR THING EXCEPT IRREVOCABLE PAYMENT
AND PERFORMANCE OF THE OBLIGATIONS, IT BEING THE PURPOSE AND INTENT OF THIS
GUARANTY THAT THE OBLIGATIONS CONSTITUTE THE DIRECT AND PRIMARY OBLIGATIONS OF
EACH GUARANTOR AND THAT THE COVENANTS, AGREEMENTS AND ALL OBLIGATIONS OF THE
GUARANTORS HEREUNDER BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE.
EACH GUARANTOR
SHALL BE AND REMAIN LIABLE FOR ANY DEFICIENCY REMAINING AFTER FORECLOSURE OF ANY
MORTGAGE, DEED OF TRUST OR SECURITY AGREEMENT SECURING ALL OR ANY PART OF THE
OBLIGATIONS, WHETHER OR NOT THE LIABILITY OF THE ISSUER OR ANY OTHER PERSON FOR
SUCH DEFICIENCY IS DISCHARGED PURSUANT TO STATUTE, JUDICIAL DECISION OR
OTHERWISE.
THE ACCEPTANCE OF THIS GUARANTY BY THE TRUSTEE AND THE HOLDERS IS
NOT INTENDED AND DOES NOT RELEASE ANY LIABILITY PREVIOUSLY EXISTING OF ANY
GUARANTOR OR SURETY OF ANY INDEBTEDNESS OF THE ISSUER TO THE TRUSTEE AND THE
HOLDERS.
Section 4.
Second Priority Nature of Liens.
Notwithstanding
anything herein to the contrary, the liens and security interest granted to the
Collateral Agent for the benefit of the Holders pursuant to this Agreement and
the exercise of any right or remedy by the Collateral Agent or any Holder
hereunder is subject to the provisions of the Intercreditor Agreement.
SECTION 5.
OTHER TRANSACTIONS.
THE TRUSTEE AND EACH HOLDER IS
EXPRESSLY AUTHORIZED (A) TO EXCHANGE, SURRENDER OR RELEASE WITH OR WITHOUT
CONSIDERATION ANY OR ALL COLLATERAL AND SECURITY WHICH MAY AT ANY TIME BE PLACED
WITH IT BY THE ISSUER OR BY ANY OTHER PERSON, OR TO FORWARD OR DELIVER ANY OR
ALL SUCH COLLATERAL AND SECURITY DIRECTLY TO THE ISSUER FOR COLLECTION AND
REMITTANCE OR FOR CREDIT, OR TO COLLECT THE SAME IN ANY OTHER MANNER WITHOUT
NOTICE TO THE GUARANTORS AND (B) TO AMEND, MODIFY, EXTEND OR SUPPLEMENT THE
INDENTURE, ANY NOTE OR OTHER INSTRUMENT EVIDENCING THE OBLIGATIONS OR ANY PART
THEREOF AND ANY OTHER AGREEMENT WITH RESPECT TO THE OBLIGATIONS, WAIVE
COMPLIANCE BY THE ISSUER OR ANY OTHER PERSON WITH THE RESPECTIVE TERMS THEREOF
AND SETTLE OR COMPROMISE ANY OF THE OBLIGATIONS WITHOUT NOTICE TO ANY GUARANTOR
AND WITHOUT IN ANY MANNER AFFECTING THE ABSOLUTE LIABILITIES OF ANY GUARANTOR
HEREUNDER.
NO INVALIDITY, IRREGULARITY OR UNENFORCEABILITY OF ALL OR ANY PART
OF THE OBLIGATIONS OR OF ANY SECURITY THEREFOR OR OTHER RECOURSE WITH RESPECT
THERETO SHALL AFFECT, IMPAIR OR BE A DEFENSE TO THIS GUARANTY.
THE LIABILITIES
OF EACH GUARANTOR HEREUNDER SHALL NOT BE AFFECTED OR IMPAIRED BY ANY
3
FAILURE, DELAY, NEGLECT OR OMISSION ON THE PART OF THE TRUSTEE OR THE HOLDERS TO
REALIZE UPON ANY OF THE