THE INTEREST RATE, FEES, OTHER CHARGES, OR ANY COLLATERAL, AND THE
GUARANTEE MADE HEREIN SHALL APPLY TO THE LOAN AGREEMENT AND THE OTHER FINANCING
AGREEMENTS AND THE GUARANTEED OBLIGATIONS AS SO AMENDED, MODIFIED, SUPPLEMENTED,
RENEWED, RESTATED OR EXTENDED, INCREASED OR DECREASED, (II) THE TAKING,
EXCHANGE, SURRENDER AND RELEASING OF COLLATERAL OR GUARANTEES NOW OR AT ANY TIME
HELD BY OR AVAILABLE TO AGENT FOR ITSELF AND THE BENEFIT OF LENDERS FOR THE
OBLIGATIONS OF ANY BORROWER, GUARANTOR OR ANY OTHER PARTY AT ANY TIME LIABLE ON
OR IN RESPECT OF THE GUARANTEED OBLIGATIONS OR WHO IS THE OWNER OF ANY PROPERTY
WHICH IS SECURITY FOR THE GUARANTEED OBLIGATIONS (INDIVIDUALLY, AN "OBLIGOR" AND
COLLECTIVELY, THE "OBLIGORS"), INCLUDING, WITHOUT LIMITATION, THE SURRENDER OR
RELEASE BY AGENT OF ANY ONE GUARANTOR HEREUNDER, (III) THE EXERCISE OF, OR
REFRAINING FROM THE EXERCISE OF ANY RIGHTS AGAINST ANY BORROWER, ANY GUARANTOR
OR ANY OTHER OBLIGOR OR ANY COLLATERAL, (IV) THE SETTLEMENT, COMPROMISE OR
RELEASE OF, OR THE WAIVER OF ANY DEFAULT WITH RESPECT TO, ANY OF THE GUARANTEED
OBLIGATIONS AND (V) ANY FINANCING BY AGENT AND/OR ANY LENDER OF ANY BORROWER
UNDER SECTION 364 OF THE UNITED STATES BANKRUPTCY CODE OR CONSENT TO THE USE OF
CASH COLLATERAL BY AGENT AND/OR LENDERS UNDER SECTION 363 OF THE UNITED STATES
BANKRUPTCY CODE.
EACH GUARANTOR AGREES THAT THE AMOUNT OF THE GUARANTEED
OBLIGATIONS SHALL NOT BE DIMINISHED AND THE LIABILITY OF GUARANTORS HEREUNDER
SHALL NOT BE OTHERWISE IMPAIRED OR AFFECTED BY ANY OF THE FOREGOING.
3
(B)
NO INVALIDITY, IRREGULARITY OR UNENFORCEABILITY OF ALL OR ANY PART
OF THE GUARANTEED OBLIGATIONS SHALL AFFECT, IMPAIR OR BE A DEFENSE TO THIS
GUARANTEE, NOR SHALL ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A
DEFENSE AVAILABLE TO OR LEGAL OR EQUITABLE DISCHARGE OF ANY BORROWER IN RESPECT
OF ANY OF THE GUARANTEED OBLIGATIONS, OR ANY ONE GUARANTOR IN RESPECT OF THIS
GUARANTEE, AFFECT, IMPAIR OR BE A DEFENSE TO THIS GUARANTEE.
WITHOUT LIMITATION
OF THE FOREGOING, THE LIABILITY OF GUARANTORS HEREUNDER SHALL NOT BE DISCHARGED
OR IMPAIRED IN ANY RESPECT BY REASON OF ANY FAILURE BY AGENT OR ANY LENDER TO
PERFECT OR CONTINUE PERFECTION OF ANY LIEN OR SECURITY INTEREST IN ANY
COLLATERAL OR ANY DELAY BY AGENT OR ANY LENDER IN PERFECTING ANY SUCH LIEN OR
SECURITY INTEREST.
AS TO INTEREST, FEES AND EXPENSES, WHETHER ARISING BEFORE OR
AFTER THE COMMENCEMENT OF ANY CASE WITH RESPECT TO ANY BORROWER UNDER THE UNITED
STATES BANKRUPTCY CODE OR ANY SIMILAR STATUTE, EACH GUARANTOR SHALL BE LIABLE
THEREFOR, EVEN IF SUCH BORROWER'S LIABILITY FOR SUCH AMOUNTS DOES NOT, OR CEASES
TO, EXIST BY OPERATION OF LAW.
EACH GUARANTOR ACKNOWLEDGES THAT AGENT AND
LENDERS HAVE NOT MADE ANY REPRESENTATIONS TO ANY GUARANTOR WITH RESPECT TO ANY
BORROWER, ANY OTHER OBLIGOR OR OTHERWISE IN CONNECTION WITH THE EXECUTION AND
DELIVERY BY GUARANTORS OF THIS GUARANTEE AND SUCH GUARANTORS ARE NOT IN ANY
RESPECT RELYING UPON AGENT OR ANY LENDER OR ANY STATEMENTS BY AGENT OR ANY
LENDER IN CONNECTION WITH THIS GUARANTEE.