the Borrowers or any other Subsidiary Guarantor under
the provisions of the Credit Agreement, any other Loan Document or otherwise,
(b) any rescission, waiver, amendment or modification of, or any release from
any of the terms or provisions of this Agreement, any other Loan Document, any
Guarantee or any other agreement, including with respect to any other Subsidiary
Guarantor under this Agreement, or (c) the failure to perfect any security
interest in, or the release of, any of the security held by or on behalf of the
Collateral Agent or any other Secured Party.
3.
SECURITY.
EACH OF THE GUARANTORS
AUTHORIZES THE COLLATERAL AGENT AND EACH OF THE OTHER SECURED PARTIES TO
(A) TAKE AND HOLD SECURITY PURSUANT TO THE SECURITY DOCUMENTS FOR THE PAYMENT OF
THIS GUARANTEE AND THE OBLIGATIONS AND EXCHANGE, ENFORCE, WAIVE AND RELEASE ANY
SUCH SECURITY, (B) APPLY SUCH SECURITY AND DIRECT THE ORDER OR MANNER OF SALE
THEREOF AS THEY IN THEIR SOLE DISCRETION MAY DETERMINE AND (C) RELEASE OR
SUBSTITUTE ANY ONE OR MORE ENDORSEES, OTHER SUBSIDIARY GUARANTORS OR OTHER
OBLIGORS.
4.
GUARANTEE OF PAYMENT.
EACH GUARANTOR
FURTHER AGREES THAT ITS GUARANTEE CONSTITUTES A GUARANTEE OF PAYMENT IN DOLLARS
WHEN DUE AND NOT OF COLLECTION, AND WAIVES ANY RIGHT TO REQUIRE THAT ANY RESORT
BE HAD BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO ANY OF THE
SECURITY HELD FOR PAYMENT OF THE OBLIGATIONS OR TO ANY BALANCE OF ANY DEPOSIT
ACCOUNT OR CREDIT ON THE BOOKS OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY IN FAVOR OF ANY OF THE BORROWERS OR ANY OTHER PERSON.
5.
NO DISCHARGE OR DIMINISHMENT OF
GUARANTEE.
THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER SHALL NOT BE SUBJECT TO
ANY REDUCTION, LIMITATION, IMPAIRMENT OR TERMINATION FOR ANY REASON (OTHER THAN
THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS), INCLUDING ANY
CLAIM OF WAIVER, RELEASE, SURRENDER, ALTERATION OR COMPROMISE OF ANY OF THE
OBLIGATIONS, AND SHALL NOT BE SUBJECT TO ANY DEFENSE OR SETOFF, COUNTERCLAIM,
RECOUPMENT OR TERMINATION WHATSOEVER BY REASON OF THE INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY OF THE OBLIGATIONS OR OTHERWISE.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER SHALL
NOT BE DISCHARGED OR IMPAIRED OR OTHERWISE AFFECTED BY THE FAILURE OF THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY TO ASSERT
ANY CLAIM OR DEMAND OR TO ENFORCE ANY REMEDY UNDER THE CREDIT AGREEMENT, ANY
OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, BY ANY WAIVER OR MODIFICATION OF ANY
PROVISION OF ANY THEREOF, BY ANY DEFAULT, FAILURE OR DELAY, WILFUL OR OTHERWISE,
IN THE PERFORMANCE OF THE OBLIGATIONS, OR BY ANY OTHER ACT OR OMISSION THAT MAY
OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF ANY GUARANTOR OR THAT
WOULD OTHERWISE OPERATE AS A DISCHARGE OF ANY GUARANTOR AS A MATTER OF LAW OR
EQUITY (OTHER THAN THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL THE
OBLIGATIONS).
6.
DEFENSES OF THE BORROWERS WAIVED.
TO
THE FULLEST EXTENT PERMITTED BY