GUARANTOR HEREUNDER
EXCEPT TO THE EXTENT THE GUARANTEED OBLIGATIONS HAVE BEEN FULLY, FINALLY AND
INDEFEASIBLY PAID IN CASH. PURSUANT TO APPLICABLE LAW, EACH GUARANTOR WAIVES ANY
DEFENSE ARISING OUT OF ANY SUCH ELECTION EVEN THOUGH SUCH ELECTION OPERATES,
PURSUANT TO APPLICABLE LAW, TO IMPAIR OR TO EXTINGUISH ANY RIGHT OF
REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT OR REMEDY OF SUCH GUARANTOR AGAINST
THE BORROWER OR ANY OTHER GUARANTOR OR GUARANTOR, AS THE CASE MAY BE.
Section 7. AGREEMENT TO PAY; SUBORDINATION. IN FURTHERANCE OF THE FOREGOING AND
NOT IN LIMITATION OF ANY OTHER RIGHT THAT THE ADMINISTRATIVE AGENT HAS AT LAW OR
IN EQUITY AGAINST ANY GUARANTOR BY VIRTUE HEREOF, UPON THE FAILURE OF THE
BORROWER OR ANY OTHER LOAN PARTY TO PAY ANY OBLIGATION WHEN AND AS THE SAME
SHALL BECOME DUE, WHETHER AT MATURITY, BY ACCELERATION, AFTER NOTICE OF
PREPAYMENT OR OTHERWISE, EACH GUARANTOR HEREBY PROMISES TO AND WILL FORTHWITH
PAY, OR CAUSE TO BE PAID, TO THE ADMINISTRATIVE AGENT IN CASH THE AMOUNT OF SUCH
UNPAID OBLIGATION. UPON PAYMENT BY ANY GUARANTOR OF ANY SUMS TO THE
ADMINISTRATIVE AGENT, ALL RIGHTS OF SUCH GUARANTOR AGAINST ANY LOAN PARTY
ARISING AS A RESULT THEREOF BY WAY OF RIGHT OF SUBROGATION, CONTRIBUTION,
REIMBURSEMENT, INDEMNITY OR OTHERWISE SHALL IN ALL RESPECTS BE SUBORDINATE AND
JUNIOR IN RIGHT OF PAYMENT TO THE PRIOR INDEFEASIBLE PAYMENT IN FULL IN CASH OF
ALL THE GUARANTEED OBLIGATIONS. IF ANY AMOUNT SHALL ERRONEOUSLY BE PAID TO ANY
GUARANTOR ON ACCOUNT OF SUCH SUBROGATION, CONTRIBUTION, REIMBURSEMENT, INDEMNITY
OR SIMILAR RIGHT, SUCH AMOUNT SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE
ADMINISTRATIVE AGENT AND SHALL FORTHWITH BE PAID TO THE ADMINISTRATIVE AGENT TO
BE CREDITED AGAINST THE PAYMENT OF THE GUARANTEED OBLIGATIONS, WHETHER MATURED
OR UNMATURED, IN ACCORDANCE WITH THE TERMS OF THE LOAN DOCUMENTS.
Section 8. INFORMATION. EACH GUARANTOR ASSUMES ALL RESPONSIBILITY FOR BEING AND
KEEPING ITSELF INFORMED OF OTHER LOAN PARTIES' FINANCIAL CONDITION AND ASSETS,
AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE RISK OF NONPAYMENT OF THE
GUARANTEED OBLIGATIONS AND THE NATURE, SCOPE AND EXTENT OF THE RISKS THAT SUCH
GUARANTOR ASSUMES AND INCURS HEREUNDER, AND AGREES THAT THE ADMINISTRATIVE AGENT
WILL NOT HAVE ANY DUTY TO ADVISE ANY OF THE GUARANTORS OF INFORMATION KNOWN TO
IT OR ANY OF THEM REGARDING SUCH CIRCUMSTANCES OR RISKS.
Section 9. INDEMNITY AND SUBROGATION. IN ADDITION TO ALL SUCH RIGHTS OF
INDEMNITY AND SUBROGATION AS THE GUARANTORS MAY HAVE UNDER APPLICABLE LAW (BUT
SUBJECT TO SECTION 6), THE BORROWER AGREES THAT IN THE EVENT A PAYMENT SHALL BE
MADE BY ANY GUARANTOR UNDER THIS AGREEMENT, THE BORROWER SHALL INDEMNIFY SUCH
GUARANTOR FOR THE FULL AMOUNT OF SUCH PAYMENT AND SUCH GUARANTOR SHALL BE
SUBROGATED TO THE RIGHTS OF THE PERSON TO WHOM SUCH PAYMENT SHALL HAVE BEEN MADE
TO THE EXTENT OF SUCH PAYMENT.
Section 10. CONTRIBUTION AND SUBROGATION. EACH GUARANTOR (A "CONTRIBUTING
GUARANTOR") AGREES (SUBJECT TO SECTION 6) THAT, IN THE EVENT A PAYMENT SHALL BE
MADE BY ANY OTHER GUARANTOR UNDER THIS AGREEMENT