the payment and performance of the Obligations, to exchange, waive or release
any or all such security (with or without consideration), to enforce or apply
such security and direct the order and manner of any sale thereof in their sole
discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Obligations, all without affecting the
obligations of any Guarantor hereunder.
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR WAIVES
ANY DEFENSE BASED ON OR ARISING OUT OF ANY DEFENSE OF THE BORROWER OR ANY OTHER
GUARANTEED PARTY OR THE UNENFORCEABILITY OF THE OBLIGATIONS OR ANY PART THEREOF
FROM ANY CAUSE, OR THE CESSATION FROM ANY CAUSE OF THE LIABILITY OF THE BORROWER
OR ANY OTHER GUARANTEED PARTY, OTHER THAN THE INDEFEASIBLE PAYMENT IN FULL IN
CASH OF ALL THE OBLIGATIONS.
THE ADMINISTRATIVE AGENT AND THE OTHER SECURED
PARTIES MAY, AT THEIR ELECTION, FORECLOSE ON ANY SECURITY HELD BY ONE OR MORE OF
THEM BY ONE OR MORE JUDICIAL OR NONJUDICIAL SALES, ACCEPT AN ASSIGNMENT OF ANY
SUCH SECURITY IN LIEU OF FORECLOSURE, COMPROMISE OR ADJUST ANY PART OF THE
OBLIGATIONS, MAKE ANY OTHER ACCOMMODATION WITH THE BORROWER OR ANY OTHER
GUARANTEED PARTY OR EXERCISE ANY OTHER RIGHT OR REMEDY AVAILABLE TO THEM AGAINST
THE BORROWER OR ANY OTHER GUARANTEED PARTY, WITHOUT AFFECTING OR IMPAIRING IN
ANY WAY THE LIABILITY OF ANY GUARANTOR HEREUNDER EXCEPT TO THE EXTENT THE
OBLIGATIONS HAVE BEEN FULLY AND INDEFEASIBLY PAID IN FULL IN CASH.
TO THE
FULLEST EXTENT PERMITTED BY 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 GUARANTEED PARTY, AS THE CASE MAY BE, OR ANY SECURITY.
SECTION 2.04. REINSTATEMENT.
EACH OF THE GUARANTORS AGREES THAT ITS GUARANTEE
HEREUNDER SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE,
IF
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AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY OBLIGATION IS RESCINDED OR MUST
OTHERWISE BE RESTORED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY
UPON THE BANKRUPTCY OR REORGANIZATION OF THE BORROWER, ANY OTHER GUARANTEED
PARTY OR OTHERWISE.
SECTION 2.05. AGREEMENT TO PAY; SUBROGATION.
IN FURTHERANCE OF THE FOREGOING
AND NOT IN LIMITATION OF ANY OTHER RIGHT THAT THE ADMINISTRATIVE AGENT OR ANY
OTHER SECURED PARTY HAS AT LAW OR IN EQUITY AGAINST ANY GUARANTOR BY VIRTUE
HEREOF, UPON THE FAILURE OF THE BORROWER OR ANY OTHER GUARANTEED 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 FOR DISTRIBUTION TO THE APPLICABLE SECURED PARTIES IN CASH THE AMOUNT OF
SUCH UNPAID OBLIGATION.
UPON PAYMENT BY OR ON BEHALF OF ANY GUARANTOR