OTHER PERSON OTHER THAN
PAYMENT IN FULL OF THE OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY DEFENSE
BASED ON OR ARISING OUT OF THE DISABILITY OF THE BORROWER, ANY OTHER GUARANTOR
OR ANY OTHER PERSON, THE UNENFORCEABILITY OF THE OBLIGATIONS OR ANY PART THEREOF
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FROM ANY CAUSE, OR THE CESSATION FROM ANY CAUSE OF THE LIABILITY OF THE BORROWER
OTHER THAN PAYMENT IN FULL OF THE OBLIGATIONS. THE SECURED CREDITORS MAY, AT
THEIR ELECTION, FORECLOSE ON ANY SECURITY HELD BY THEM BY ONE OR MORE JUDICIAL
OR NONJUDICIAL SALES (TO THE EXTENT SUCH SALE IS PERMITTED BY APPLICABLE LAW),
OR EXERCISE ANY OTHER RIGHT OR REMEDY THE SECURED CREDITORS MAY HAVE AGAINST THE
BORROWER OR ANY OTHER PERSON, OR ANY SECURITY, WITHOUT AFFECTING OR IMPAIRING IN
ANY WAY THE LIABILITY OF EACH GUARANTOR HEREUNDER EXCEPT TO THE EXTENT THE
OBLIGATIONS HAVE BEEN PAID.
EACH GUARANTOR WAIVES ANY DEFENSE ARISING OUT OF
ANY SUCH ELECTION BY THE SECURED CREDITORS, EVEN THOUGH SUCH ELECTION OPERATES
TO IMPAIR OR EXTINGUISH ANY RIGHT OF REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT
OR REMEDY OF SUCH GUARANTOR AGAINST THE BORROWER OR ANY OTHER PERSON OR ANY
SECURITY.
UNTIL NO COMMITMENT OR OBLIGATION TO ISSUE LETTERS OF CREDIT IS IN
EFFECT, THE NOTES AND ALL OTHER OBLIGATIONS HAVE BEEN PAID IN FULL AND NO
LETTERS OF CREDIT REMAIN OUTSTANDING, EACH GUARANTOR AGREES THAT IT WILL NOT
EXERCISE ANY RIGHT OF SUBROGATION, WAIVES ANY RIGHT TO ENFORCE ANY REMEDY THAT
ANY OF THE SECURED CREDITORS NOW HAS OR MAY HEREAFTER HAVE AGAINST THE BORROWER,
AND WAIVES ANY BENEFIT OF, AND ANY RIGHT TO PARTICIPATE IN, ANY SECURITY NOW OR
HEREAFTER HELD BY THE SECURED CREDITORS.
(B)
EACH GUARANTOR WAIVES ALL PRESENTMENTS, DEMANDS FOR PERFORMANCE,
PROTESTS AND NOTICES, INCLUDING, WITHOUT LIMITATION, NOTICES OF NONPERFORMANCE,
NOTICES OF PROTEST, NOTICES OF DISHONOR, NOTICES OF ACCEPTANCE OF THIS GUARANTY,
AND NOTICES OF THE EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL
OBLIGATIONS.
EACH GUARANTOR ASSUMES ALL RESPONSIBILITY FOR BEING AND KEEPING
ITSELF INFORMED OF THE BORROWER'S FINANCIAL CONDITION AND ASSETS, AND OF ALL
OTHER CIRCUMSTANCES BEARING UPON THE RISK OF NONPAYMENT OF THE OBLIGATIONS AND
THE NATURE, SCOPE AND EXTENT OF THE RISKS THAT EACH GUARANTOR ASSUMES AND INCURS
HEREUNDER, AND AGREES THAT THE SECURED CREDITORS SHALL HAVE NO DUTY TO ADVISE
ANY GUARANTOR OF INFORMATION KNOWN TO THEM REGARDING SUCH CIRCUMSTANCES OR
RISKS.
SECTION 8.9
LIMITATION ON ENFORCEMENT.
THE LENDERS AGREE THAT NO LENDER SHALL
HAVE ANY RIGHT INDIVIDUALLY TO SEEK TO ENFORCE OR TO ENFORCE THIS GUARANTY, IT
BEING UNDERSTOOD AND AGREED THAT SUCH RIGHTS AND REMEDIES MAY BE EXERCISED ONLY
BY THE AGENT FOR THE BENEFIT OF THE SECURED CREDITORS UPON THE TERMS OF THIS
AGREEMENT.
ARTICLE IX
THE AGENT
The following provisions shall govern the relationship of the Agent with the
Lenders:
SECTION 9.1
APPOINTMENT AND AUTHORIZATION. EACH LENDER APPOINTS AND AUTHORIZES
THE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH
RESPECTIVE POWERS UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO THE