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
GUARANTEED 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, WITHOUT AFFECTING OR IMPAIRING IN ANY WAY
THE LIABILITY OF ANY GUARANTOR HEREUNDER EXCEPT TO THE EXTENT THE GUARANTEED
OBLIGATIONS HAVE BEEN INDEFEASIBLY PAID IN FULL IN CASH (EXCLUDING CONTINGENT
OBLIGATIONS AS TO WHICH NO CLAIM HAS BEEN MADE); PROVIDED THAT THE FOREGOING
SHALL NOT BE CONSTRUED TO GRANT ANY RIGHT OR REMEDY OTHER THAN THOSE SET FORTH
ELSEWHERE IN THE LOAN DOCUMENTS.
TO THE FULLEST EXTENT
3
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, UNLESS RELEASED
PURSUANT TO SECTION 5.12(B), 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PART THEREOF, OF ANY ITS GUARANTEED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE
BE RESTORED BY ANY CREDIT PARTY UPON THE BANKRUPTCY OR REORGANIZATION OF THE
BORROWER OR ANY OTHER LOAN PARTY.
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 CREDIT 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
GUARANTEED OBLIGATION WHEN AND AS THE SAME SHALL BECOME DUE, WHETHER AT
MATURITY, BY ACCELERATION, AFTER NOTICE OF PREPAYMENT OR OTHERWISE, EACH
GUARANTOR GUARANTEEING SUCH GUARANTEED OBLIGATION HEREBY PROMISES TO AND WILL
FORTHWITH PAY, OR CAUSE TO BE PAID, TO THE ADMINISTRATIVE AGENT FOR DISTRIBUTION
TO THE APPLICABLE CREDIT PARTIES IN CASH THE AMOUNT OF SUCH UNPAID GUARANTEED
OBLIGATION.
UPON PAYMENT BY ANY GUARANTOR OF ANY SUMS TO THE ADMINISTRATIVE
AGENT AS PROVIDED ABOVE, ALL RIGHTS OF SUCH GUARANTOR AGAINST THE BORROWER OR
ANY OTHER LOAN PARTY ARISING AS A RESULT THEREOF BY WAY OF RIGHT OF SUBROGATION,
CONTRIBUTION, REIMBURSEMENT, INDEMNITY OR OTHERWISE SHALL IN ALL RESPECTS BE
SUBJECT TO ARTICLE III.
SECTION 2.06.
INFORMATION.
EACH GUARANTOR ASSUMES ALL RESPONSIBILITY FOR
KEEPING ITSELF INFORMED OF THE BORROWER'S AND EACH OTHER LOAN PARTY'S FINANCIAL
CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE RISK OF
NONPAYMENT OF ITS GUARANTEED OBLIGATIONS AND THE NATURE, SCOPE AND EXTENT OF THE
RISKS THAT SUCH GUARANTOR ASSUMES AND INCURS HEREUNDER, AND AGREES THAT NONE OF
THE CREDIT PARTIES WILL HAVE ANY DUTY TO