(WITH OR WITHOUT CONSIDERATION), TO ENFORCE OR
APPLY SUCH SECURITY AND DIRECT THE ORDER AND MANNER OF ANY SALE THEREOF IN ITS
SOLE DISCRETION OR TO RELEASE OR SUBSTITUTE ANY ONE OR MORE OTHER GUARANTORS OR
OBLIGORS UPON OR IN RESPECT OF THE BORROWER OBLIGATIONS, ALL WITHOUT AFFECTING
THE OBLIGATIONS OF SUCH 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
LOAN PARTY OR THE UNENFORCEABILITY OF THE BORROWER OBLIGATIONS OR ANY PART
THEREOF FROM ANY CAUSE, OR THE CESSATION FROM ANY CAUSE OF THE LIABILITY OF THE
BORROWER OR ANY OTHER LOAN PARTY, OTHER THAN THE PAYMENT IN FULL IN CASH OF ALL
THE BORROWER OBLIGATIONS.
THE
6
COLLATERAL 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 BORROWER OBLIGATIONS, MAKE ANY
OTHER ACCOMMODATION WITH THE BORROWER OR ANY OTHER LOAN PARTY OR EXERCISE ANY
OTHER RIGHT OR REMEDY AVAILABLE TO THEM AGAINST THE BORROWER OR ANY OTHER LOAN
PARTY, IN EACH CASE WITHOUT AFFECTING OR IMPAIRING IN ANY WAY THE LIABILITY OF
ANY GUARANTOR HEREUNDER EXCEPT TO THE EXTENT THE BORROWER OBLIGATIONS HAVE BEEN
FULLY PAID 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 LOAN PARTY, AS THE CASE MAY BE, OR ANY
SECURITY.
SECTION 2.04.
REINSTATEMENT.
EACH GUARANTOR AGREES THAT ITS GUARANTEE
HEREUNDER SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE,
IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY BORROWER 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RESCINDED OR MUST OTHERWISE BE RESTORED BY THE ADMINISTRATIVE AGENT OR ANY OTHER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
LOAN 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 COLLATERAL 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 LOAN PARTY TO PAY ANY BORROWER
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 COLLATERAL AGENT
FOR DISTRIBUTION TO THE APPLICABLE SECURED PARTIES IN CASH THE AMOUNT OF SUCH
UNPAID BORROWER OBLIGATION.
UPON PAYMENT BY ANY GUARANTOR OF ANY SUMS TO THE
COLLATERAL AGENT AS PROVIDED ABOVE, ALL RIGHTS OF SUCH GUARANTOR AGAINST THE