OTHER RESPECTS MORE BURDENSOME THAN THAT OF THE PRINCIPAL OR ANY
LAW, RULE, REGULATION, OR ORDER OF ANY JURISDICTION AFFECTING ANY
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TERM OF THE GUARANTEED OBLIGATIONS; (D) ANY DEFENSE BASED UPON THE
ADMINISTRATIVE AGENT'S OR ANY SECURED PARTY'S ERRORS OR OMISSIONS IN THE
ADMINISTRATION OF THE GUARANTEED OBLIGATIONS; (E) (I) ANY PRINCIPLES OR
PROVISIONS OF LAW, STATUTORY OR OTHERWISE, WHICH ARE OR MIGHT BE IN CONFLICT
WITH THE TERMS HEREOF AND ANY LEGAL OR EQUITABLE DISCHARGE OF SUCH GUARANTOR'S
OBLIGATIONS HEREUNDER, (II) THE BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING
SUCH GUARANTOR'S LIABILITY HEREUNDER OR THE ENFORCEMENT HEREOF, (III) ANY RIGHTS
TO SET OFFS, RECOUPMENTS AND COUNTERCLAIMS, AND (IV) PROMPTNESS, DILIGENCE AND
ANY REQUIREMENT THAT THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES PROTECT,
SECURE, PERFECT OR INSURE ANY SECURITY INTEREST OR LIEN OR ANY PROPERTY SUBJECT
THERETO; (F) NOTICES, DEMANDS, PRESENTMENTS, PROTESTS, NOTICES OF PROTEST,
NOTICES OF DISHONOR AND NOTICES OF ANY ACTION OR INACTION, INCLUDING ACCEPTANCE
HEREOF, NOTICES OF DEFAULT HEREUNDER, ANY SECURED HEDGE AGREEMENT OR ANY
AGREEMENT OR INSTRUMENT RELATED THERETO, NOTICES OF ANY RENEWAL, EXTENSION OR
MODIFICATION OF THE GUARANTEED OBLIGATIONS OR ANY AGREEMENT RELATED THERETO,
NOTICES OF ANY EXTENSION OF CREDIT TO ANY BORROWER AND NOTICES OF ANY OF THE
MATTERS REFERRED TO IN SECTION 10.02 AND ANY RIGHT TO CONSENT TO ANY THEREOF;
AND (G) ANY DEFENSES OR BENEFITS THAT MAY BE DERIVED FROM OR AFFORDED BY LAW
WHICH LIMIT THE LIABILITY OF OR EXONERATE GUARANTORS OR SURETIES, OR WHICH MAY
CONFLICT WITH THE TERMS HEREOF.
EACH GUARANTOR AGREES THAT SUCH GUARANTOR SHALL
HAVE NO RIGHT OF RECOURSE TO SECURITY FOR THE OBLIGATIONS, EXCEPT THROUGH THE
EXERCISE OF RIGHTS OF SUBROGATION PURSUANT TO SECTION 10.02.
SECTION 10.05
REMEDIES.
EACH GUARANTOR AGREES THAT, TO THE
FULLEST EXTENT PERMITTED BY LAW, AS BETWEEN SUCH GUARANTOR, ON THE ONE HAND, AND
THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES, ON THE OTHER HAND, THE
OBLIGATIONS MAY BE DECLARED TO BE FORTHWITH DUE AND PAYABLE AS PROVIDED IN
SECTION 9.02 (AND/OR SHALL BE DEEMED TO HAVE BECOME AUTOMATICALLY DUE AND
PAYABLE IN THE CIRCUMSTANCES PROVIDED IN SAID SECTION 9.02) FOR PURPOSES OF
SECTION 10.01 NOTWITHSTANDING ANY STAY, INJUNCTION OR OTHER PROHIBITION
PREVENTING SUCH DECLARATION (OR PREVENTING THE OBLIGATIONS FROM BECOMING
AUTOMATICALLY DUE AND PAYABLE) AS AGAINST ANY OTHER PERSON AND THAT, IN THE
EVENT OF SUCH DECLARATION (OR THE OBLIGATIONS BEING DEEMED TO HAVE BECOME
AUTOMATICALLY DUE AND PAYABLE), THE OBLIGATIONS (WHETHER OR NOT DUE AND PAYABLE
BY ANY OTHER PERSON) SHALL FORTHWITH BECOME DUE AND PAYABLE BY EACH GUARANTOR
FOR PURPOSES OF SECTION 10.01.
EACH GUARANTOR ACKNOWLEDGES AND AGREES THAT ITS
GUARANTEED OBLIGATIONS HEREUNDER ARE SECURED IN ACCORDANCE WITH THE TERMS OF THE
COLLATERAL DOCUMENTS AND THAT THE SECURED PARTIES MAY EXERCISE THEIR REMEDIES
THEREUNDER IN ACCORDANCE WITH THE TERMS THEREOF.
SECTION 10.06
CONTRIBUTION BY GUARANTORS.
ALL GUARANTORS DESIRE
TO ALLOCATE AMONG THEMSELVES (COLLECTIVELY, THE "CONTRIBUTING GUARANTORS"), IN A
FAIR AND EQUITABLE MANNER, THEIR OBLIGATIONS ARISING UNDER THIS GUARANTY.
ACCORDINGLY, IN THE EVENT ANY PAYMENT OR DISTRIBUTION