EXECUTE THE NOTES AS CO-MAKERS OF THE NOTES AND THAT IT WOULD
NOT BE ABLE TO OBTAIN THE CREDIT PROVIDED BY LENDERS HEREUNDER WITHOUT THE
FINANCIAL SUPPORT PROVIDED BY THE OTHER BORROWERS.
(B)
EACH BORROWER HEREBY GUARANTEES THE PROMPT
PAYMENT AND PERFORMANCE IN FULL OF ALL OBLIGATIONS.
SUCH GUARANTEE CONSTITUTES
A GUARANTEE OF PAYMENT AND NOT OF COLLECTION.
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EACH BORROWER'S OBLIGATIONS UNDER THIS AGREEMENT SHALL, TO THE FULLEST EXTENT
PERMITTED BY LAW, BE UNCONDITIONAL IRRESPECTIVE OF (I) THE VALIDITY OR
ENFORCEABILITY, AVOIDANCE OR SUBORDINATION OF THE OBLIGATIONS OF ANY OTHER
CREDIT PARTY OR OF ANY PROMISSORY NOTE OR OTHER DOCUMENT EVIDENCING ALL OR ANY
PART OF THE OBLIGATIONS OF ANY OTHER CREDIT PARTY, (II) THE ABSENCE OF ANY
ATTEMPT TO COLLECT THE OBLIGATIONS FROM ANY OTHER CREDIT PARTY, OR ANY OTHER
SECURITY THEREFOR, OR THE ABSENCE OF ANY OTHER ACTION TO ENFORCE THE SAME,
(III) THE WAIVER, CONSENT, EXTENSION, FORBEARANCE OR GRANTING OF ANY INDULGENCE
BY AGENT AND/OR ANY LENDER WITH RESPECT TO ANY PROVISION OF ANY INSTRUMENT
EVIDENCING THE OBLIGATIONS OF ANY OTHER CREDIT PARTY OR ANY PART THEREOF, OR ANY
OTHER AGREEMENT NOW OR HEREAFTER EXECUTED BY ANY OTHER CREDIT PARTY AND
DELIVERED TO AGENT AND/OR ANY LENDER, (IV) THE FAILURE BY AGENT AND/OR ANY
LENDER TO TAKE ANY STEPS TO PERFECT AND MAINTAIN ITS SECURITY INTEREST IN, OR TO
PRESERVE ITS RIGHTS TO, ANY SECURITY OR COLLATERAL FOR THE OBLIGATIONS OF ANY
OTHER CREDIT PARTY, (V) AGENT'S AND/OR ANY LENDER'S ELECTION, IN ANY PROCEEDING
INSTITUTED UNDER THE BANKRUPTCY CODE, OF THE APPLICATION OF
SECTION 1111(B)(2) OF THE BANKRUPTCY CODE, (VI) ANY BORROWING OR GRANT OF A
SECURITY INTEREST BY ANY OTHER CREDIT PARTY, AS DEBTOR-IN-POSSESSION UNDER
SECTION 364 OF THE BANKRUPTCY CODE, (VII) THE DISALLOWANCE OF ALL OR ANY PORTION
OF AGENT'S AND/OR ANY LENDER'S CLAIM(S) FOR THE REPAYMENT OF THE OBLIGATIONS OF
ANY OTHER CREDIT PARTY UNDER SECTION 502 OF THE BANKRUPTCY CODE OR (VIII) ANY
OTHER CIRCUMSTANCES WHICH MIGHT CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR
DEFENSE OF A GUARANTOR OR OF ANY OTHER CREDIT PARTY (OTHER THAN ACTUAL
INDEFEASIBLE PAYMENT IN FULL IN CASH).
WITH RESPECT TO ANY BORROWER'S
OBLIGATIONS ARISING AS A RESULT OF THE JOINT AND SEVERAL LIABILITY OF BORROWERS
HEREUNDER WITH RESPECT TO THE LOAN OR OTHER EXTENSIONS OF CREDIT MADE TO ANY OF
THE OTHER BORROWERS HEREUNDER, SUCH BORROWER HEREBY FOREVER WAIVES ANY RIGHT TO
ENFORCE ANY RIGHT OF SUBROGATION OR ANY REMEDY WHICH AGENT AND/OR ANY LENDER NOW
HAS OR MAY HEREAFTER HAVE AGAINST ANY OTHER CREDIT PARTY, OR ANY ENDORSER OF ALL
OR ANY PART OF THE OBLIGATIONS, AND ANY BENEFIT OF, AND ANY RIGHT TO PARTICIPATE
IN, ANY SECURITY OR COLLATERAL GIVEN TO AGENT AND/OR ANY LENDER TO SECURE
PAYMENT OF THE OBLIGATIONS OR ANY OTHER LIABILITY OF ANY BORROWER TO AGENT
AND/OR ANY LENDER.
DURING THE EXISTENCE OF ANY EVENT OF DEFAULT, AGENT MAY
PROCEED DIRECTLY AND AT ONCE, WITHOUT NOTICE, AGAINST ANY BORROWER TO COLLECT
AND RECOVER THE FULL AMOUNT, OR ANY PORTION