NOT ANY
ACTION IS BROUGHT AGAINST THE BORROWER OR ANY SUBSIDIARY BORROWER OR ANY OF SUCH
OTHER GUARANTORS AND WHETHER OR NOT THE BORROWER OR ANY SUBSIDIARY BORROWER IS
JOINED IN ANY SUCH ACTION OR ACTIONS;
(D)
PAYMENT BY THE GUARANTOR OF A PORTION, BUT NOT ALL, OF THE
GUARANTEED OBLIGATIONS SHALL IN NO WAY LIMIT, AFFECT, MODIFY OR ABRIDGE THE
GUARANTOR'S LIABILITY FOR ANY PORTION OF THE GUARANTEED OBLIGATIONS WHICH HAS
NOT BEEN PAID.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF THE
ADMINISTRATIVE AGENT IS AWARDED A JUDGMENT IN ANY SUIT BROUGHT TO ENFORCE THE
GUARANTOR'S COVENANT TO PAY A PORTION OF THE GUARANTEED OBLIGATIONS, SUCH
JUDGMENT SHALL NOT BE DEEMED TO RELEASE THE GUARANTOR FROM ITS COVENANT TO PAY
THE PORTION OF THE GUARANTEED OBLIGATIONS THAT IS NOT THE SUBJECT OF SUCH SUIT;
(E)
ANY BENEFICIARY, UPON SUCH TERMS AS IT DEEMS APPROPRIATE, WITHOUT
NOTICE OR DEMAND AND WITHOUT AFFECTING THE VALIDITY OR ENFORCEABILITY HEREOF OR
GIVING RISE TO ANY REDUCTION, LIMITATION, IMPAIRMENT, DISCHARGE OR TERMINATION
OF THE GUARANTOR'S LIABILITY HEREUNDER, FROM TIME TO TIME MAY (I) RENEW, EXTEND,
ACCELERATE, INCREASE THE RATE OF INTEREST ON, OR OTHERWISE CHANGE THE TIME,
PLACE, MANNER OR TERMS OF PAYMENT OF THE GUARANTEED OBLIGATIONS; (II) SETTLE,
COMPROMISE, RELEASE OR DISCHARGE, OR ACCEPT OR REFUSE ANY OFFER OF PERFORMANCE
WITH RESPECT TO, OR SUBSTITUTIONS FOR, THE GUARANTEED OBLIGATIONS OR ANY
AGREEMENT RELATING THERETO AND/OR SUBORDINATE THE PAYMENT OF THE SAME TO THE
PAYMENT OF ANY OTHER OBLIGATIONS; (III) REQUEST AND ACCEPT OTHER GUARANTIES OF
THE GUARANTEED OBLIGATIONS AND TAKE AND HOLD SECURITY FOR THE PAYMENT HEREOF OR
THE GUARANTEED OBLIGATIONS; (IV) RELEASE, SURRENDER, EXCHANGE, SUBSTITUTE,
COMPROMISE, SETTLE, RESCIND, WAIVE, ALTER, SUBORDINATE OR MODIFY, WITH OR
WITHOUT CONSIDERATION, ANY SECURITY FOR PAYMENT OF THE GUARANTEED OBLIGATIONS,
ANY OTHER GUARANTIES OF THE GUARANTEED OBLIGATIONS, OR ANY OTHER OBLIGATION OF
ANY PERSON WITH RESPECT TO THE GUARANTEED OBLIGATIONS; (V) ENFORCE AND APPLY ANY
SECURITY NOW OR HEREAFTER HELD BY OR FOR THE BENEFIT OF SUCH BENEFICIARY IN
RESPECT HEREOF OR THE GUARANTEED OBLIGATIONS AND DIRECT THE ORDER OR MANNER OF
SALE THEREOF, OR EXERCISE ANY OTHER RIGHT OR REMEDY THAT SUCH BENEFICIARY MAY
HAVE AGAINST ANY SUCH SECURITY, IN EACH CASE AS SUCH BENEFICIARY IN ITS
DISCRETION MAY DETERMINE CONSISTENT HEREWITH AND ANY APPLICABLE SECURITY
AGREEMENT, INCLUDING FORECLOSURE ON ANY SUCH SECURITY PURSUANT TO ONE OR MORE
JUDICIAL OR NONJUDICIAL SALES, WHETHER OR NOT EVERY ASPECT OF ANY SUCH SALE IS
COMMERCIALLY REASONABLE, AND EVEN THOUGH SUCH ACTION OPERATES TO IMPAIR OR
EXTINGUISH ANY RIGHT OF REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT OR REMEDY OF
THE GUARANTOR AGAINST ANY SUBSIDIARY BORROWER OR ANY SECURITY FOR THE GUARANTEED
OBLIGATIONS; AND (VI) EXERCISE ANY OTHER RIGHTS AVAILABLE TO IT UNDER THE LOAN
DOCUMENTS; AND
(F)
THIS GUARANTY AND THE OBLIGATIONS OF THE GUARANTOR HEREUNDER
SHALL BE VALID AND ENFORCEABLE AND SHALL NOT BE SUBJECT TO ANY REDUCTION,
LIMITATION, IMPAIRMENT, DISCHARGE OR TERMINATION FOR ANY REASON (OTHER THAN
PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS), INCLUDING THE