THE INTEREST RATE AGREEMENTS, THE CREDIT AGREEMENT OR ANY OF THE
OTHER CREDIT DOCUMENTS OR ANY OF THE INSTRUMENTS OR AGREEMENTS REFERRED TO
THEREIN, OR OTHERWISE AMEND, MODIFY OR SUPPLEMENT ANY OF THE INTEREST RATE
AGREEMENTS, THE CREDIT AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR ANY OF
SUCH OTHER INSTRUMENTS OR AGREEMENTS; AND/OR
(VII)
ACT OR FAIL TO ACT IN ANY MANNER REFERRED TO IN THIS GUARANTY
WHICH MAY DEPRIVE SUCH GUARANTOR OF ITS RIGHT TO SUBROGATION AGAINST THE
BORROWER TO RECOVER FULL INDEMNITY FOR ANY PAYMENTS MADE PURSUANT TO THIS
GUARANTY.
7.
NO INVALIDITY, IRREGULARITY OR UNENFORCEABILITY OF ALL OR ANY
PART OF THE GUARANTEED OBLIGATIONS OR OF ANY SECURITY THEREFOR SHALL AFFECT,
IMPAIR OR BE A DEFENSE TO THIS GUARANTY, AND THIS GUARANTY SHALL BE ABSOLUTE AND
UNCONDITIONAL NOTWITHSTANDING THE OCCURRENCE OF ANY EVENT OR THE EXISTENCE OF
ANY OTHER CIRCUMSTANCES WHICH MIGHT CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OF
A SURETY OR GUARANTOR EXCEPT PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS.
8.
THIS GUARANTY IS A CONTINUING ONE AND ALL LIABILITIES TO WHICH IT
APPLIES OR MAY APPLY UNDER THE TERMS HEREOF SHALL BE CONCLUSIVELY PRESUMED TO
HAVE BEEN CREATED IN RELIANCE HEREON.
NO FAILURE OR DELAY ON THE PART OF ANY
SECURED CREDITOR IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND
REMEDIES HEREIN EXPRESSLY SPECIFIED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES WHICH ANY SECURED CREDITOR WOULD OTHERWISE HAVE.
NO NOTICE
TO OR DEMAND ON EACH GUARANTOR IN ANY CASE SHALL ENTITLE ANY GUARANTOR TO ANY
OTHER FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A
WAIVER OF THE RIGHTS OF ANY SECURED CREDITOR TO ANY OTHER OR FURTHER ACTION IN
ANY CIRCUMSTANCES WITHOUT NOTICE OR DEMAND.
IT IS NOT NECESSARY FOR ANY SECURED
CREDITOR TO INQUIRE INTO THE CAPACITY OR POWERS OF THE BORROWER OR ANY OF ITS
SUBSIDIARIES OR THE OFFICERS, DIRECTORS, PARTNERS OR AGENTS ACTING OR PURPORTING
TO ACT ON ITS BEHALF, AND ANY INDEBTEDNESS MADE OR CREATED IN RELIANCE UPON THE
PROFESSED EXERCISE OF SUCH POWERS SHALL BE GUARANTEED HEREUNDER.
9.
ANY INDEBTEDNESS OF THE BORROWER NOW OR HEREAFTER HELD BY ANY
GUARANTOR IS HEREBY SUBORDINATED TO THE INDEBTEDNESS OF THE BORROWER TO THE
SECURED CREDITORS; AND SUCH INDEBTEDNESS OF THE BORROWER TO EACH GUARANTOR, IF
THE COLLATERAL AGENT, AFTER AN EVENT OF DEFAULT HAS OCCURRED, SO REQUESTS, SHALL
BE COLLECTED, ENFORCED AND RECEIVED BY SUCH GUARANTOR AS TRUSTEE FOR THE SECURED
CREDITORS AND BE PAID OVER TO THE SECURED CREDITORS ON ACCOUNT OF THE
INDEBTEDNESS OF THE BORROWER TO THE SECURED CREDITORS, BUT WITHOUT AFFECTING OR
IMPAIRING IN ANY MANNER THE LIABILITY OF ANY GUARANTOR UNDER THE OTHER
PROVISIONS OF THIS GUARANTY, EXCEPT TO THE EXTENT THE GUARANTEED OBLIGATIONS
HAVE BEEN PAID IN