(A) PROMPTNESS, DILIGENCE, NOTICE OF
ACCEPTANCE, PRESENTMENT, DEMAND, PROTEST, NOTICE OF PROTEST AND DISHONOR, NOTICE
OF INTENT TO ACCELERATE, NOTICE OF ACCELERATION AND ANY OTHER NOTICE WITH
RESPECT TO ANY OF THE OBLIGATIONS AND THIS GUARANTY; AND (B) ANY REQUIREMENT
THAT THE AGENT OR ANY BANK PROTECT, SECURE, PERFECT OR INSURE ANY SECURITY
INTEREST OR LIEN ON ANY PROPERTY SUBJECT THERETO OR EXHAUST ANY RIGHT OR TAKE
ANY ACTION AGAINST ANY OTHER COMPANY OR ANY OTHER PERSON OR ANY COLLATERAL OR
THAT ANY OTHER COMPANY OR ANY OTHER PERSON BE JOINED IN ANY ACTION HEREUNDER.
SHOULD THE AGENT OR ANY BANK SEEK TO ENFORCE THE OBLIGATIONS OF THE GUARANTOR
HEREUNDER BY ACTION IN ANY COURT, THE GUARANTOR WAIVES ANY NECESSITY,
SUBSTANTIVE OR PROCEDURAL, THAT A JUDGMENT PREVIOUSLY BE RENDERED AGAINST ANY
BORROWER OR ANY OTHER PERSON, OR THAT ANY ACTION BE BROUGHT AGAINST ANY OTHER
COMPANY OR ANY
3
other Person, or that any other Company or any other Person should be joined in
such cause.
Such waiver shall be without prejudice to the Agent or any Bank at
their option to proceed against any other Company or any other Person, whether
by separate action or by joinder.
SECTION 5.
SEVERAL OBLIGATIONS.
THE OBLIGATIONS OF THE GUARANTOR HEREUNDER ARE
SEVERAL FROM ANY OTHER COMPANY OR ANY OTHER PERSON, AND ARE PRIMARY OBLIGATIONS
CONCERNING WHICH THE GUARANTOR IS THE PRINCIPAL OBLIGOR.
THE GUARANTOR AGREES
THAT THIS GUARANTY SHALL NOT BE DISCHARGED EXCEPT BY COMPLETE PERFORMANCE OF THE
OBLIGATIONS OF BORROWERS UNDER THE NOTES, THE CREDIT AGREEMENT AND THE OTHER
LOAN DOCUMENTS AND THE OBLIGATIONS OF THE GUARANTOR HEREUNDER.
THE OBLIGATIONS
OF THE GUARANTOR HEREUNDER SHALL NOT BE AFFECTED IN ANY WAY BY ANY RECEIVERSHIP,
INSOLVENCY, BANKRUPTCY OR OTHER PROCEEDINGS AFFECTING ANY OTHER COMPANY OR ANY
OTHER PERSON OR ANY OF SUCH COMPANY'S OR SUCH PERSON'S ASSETS, OR THE RELEASE OR
DISCHARGE OF ANY OTHER COMPANY OR ANY OTHER PERSON FROM THE PERFORMANCE OF ANY
OBLIGATION CONTAINED IN ANY PROMISSORY NOTE OR OTHER INSTRUMENT ISSUED IN
CONNECTION WITH, EVIDENCING OR SECURING ANY INDEBTEDNESS GUARANTEED BY THIS
INSTRUMENT, WHETHER OCCURRING BY REASON OF LAW OR ANY OTHER CAUSE, WHETHER
SIMILAR OR DISSIMILAR TO THE FOREGOING.
SECTION 6.
SUBROGATION.
THE GUARANTOR WILL NOT EXERCISE ANY RIGHTS WHICH IT
MAY ACQUIRE BY WAY OF SUBROGATION UNDER THIS GUARANTY, BY ANY PAYMENT MADE
HEREUNDER OR OTHERWISE, UNTIL THE TERMINATION OF THE OBLIGATIONS OF THE BANKS TO
MAKE LOANS OR ISSUE LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT AND THE
INDEFEASIBLE PAYMENT IN FULL THEREAFTER OF ALL THE OBLIGATIONS.
IF ANY AMOUNT
SHALL BE PAID TO THE GUARANTOR ON ACCOUNT OF SUCH SUBROGATION RIGHTS AT ANY TIME
WHEN THE BANKS ARE OBLIGATED TO MAKE LOANS OR ISSUE LETTERS OF CREDIT UNDER THE
CREDIT AGREEMENT OR WHEN ALL THE OBLIGATIONS SHALL NOT HAVE BEEN INDEFEASIBLY
PAID IN FULL, SUCH AMOUNT SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE BANKS
AND SHALL FORTHWITH BE PAID TO THE AGENT TO BE APPLIED TO THE OBLIGATIONS IN
SUCH