ACCORD AND SATISFACTION AGREEMENT WITH RESPECT TO THE SAME AS
SERVICER MAY DEEM ADVISABLE WITHOUT AFFECTING THE OBLIGATIONS OF SPONSOR
HEREUNDER.
SERVICER SHALL BE UNDER NO DUTY TO UNDERTAKE TO COLLECT UPON SUCH
COLLATERAL OR ANY PART THEREOF, AND SPONSOR'S OBLIGATIONS HEREUNDER SHALL NOT BE
AFFECTED BY SERVICER'S ALLEGED NEGLIGENCE OR MISTAKE IN JUDGMENT IN HANDLING,
DISPOSING OF, OBTAINING, OR FAILING TO COLLECT UPON OR PERFECT A SECURITY
INTEREST IN, ANY SUCH COLLATERAL.
ADDITIONAL WAIVERS.
SPONSOR HEREBY WAIVES PRESENTMENT, DEMAND, PROTEST, AND
NOTICE OF DISHONOR OF ANY OF THE LIABILITIES GUARANTEED HEREBY.
NEITHER
SERVICER NOR ANY PARTICIPANT SHALL HAVE ANY DUTY OR OBLIGATION (I) TO PROCEED OR
EXHAUST ANY REMEDY AGAINST ANY BORROWER, ANY OTHER OBLIGOR, GUARANTOR, ENDORSER,
OR SURETY ON ANY LOANS OR OTHER GUARANTEED OBLIGATIONS, OR ANY OTHER SECURITY
HELD BY SERVICER OR ANY PARTICIPANT FOR ANY LOANS OR OTHER GUARANTEED
OBLIGATIONS, OR (II) TO GIVE ANY NOTICE WHATSOEVER TO BORROWERS, SPONSOR, OR ANY
OTHER OBLIGOR, GUARANTOR, ENDORSER, OR SURETY ON ANY LOANS OR OTHER GUARANTEED
OBLIGATIONS, BEFORE BRINGING SUIT, EXERCISING RIGHTS TO ANY SUCH SECURITY OR
INSTITUTING PROCEEDINGS OF ANY KIND AGAINST SPONSOR, ANY BORROWER, OR ANY OF
THEM, AND SPONSOR HEREBY WAIVES ANY REQUIREMENT FOR SUCH ACTIONS BY SERVICER OR
ANY PARTICIPANT.
UPON DEFAULT BY ANY BORROWER AND SERVICER'S DEMAND TO SPONSOR
HEREUNDER, SPONSOR SHALL BE HELD AND BOUND TO SERVICER AND EACH PARTICIPANT
DIRECTLY AS PRINCIPAL DEBTOR IN RESPECT OF THE PAYMENT OF THE AMOUNTS HEREBY
GUARANTEED, SUCH LIABILITY OF SPONSOR BEING JOINT AND SEVERAL WITH EACH BORROWER
AND ALL OTHER OBLIGORS, GUARANTORS, ENDORSERS AND SURETIES ON THE LOANS OR OTHER
GUARANTEED OBLIGATIONS, SUBJECT, HOWEVER, TO THE RIGHTS OF SPONSOR TO BRING A
SEPARATE ACTION FOR ANY BREACH OF THE OPERATIVE DOCUMENTS PURSUANT TO SECTION
10.11.
POSTPONEMENT OF OBLIGATIONS.
UNTIL THE LOAN AND OTHER GUARANTEED OBLIGATIONS OF
ANY BORROWER TO THE SERVICER AND THE PARTICIPANTS HAVE BEEN PAID IN FULL (I) ALL
PRESENT AND FUTURE INDEBTEDNESS OF SUCH BORROWER TO SPONSOR (THE "SUBORDINATED
DEBT") IS HEREBY POSTPONED TO THE PRESENT AND FUTURE INDEBTEDNESS OF SUCH
BORROWER TO SERVICER AND EACH PARTICIPANT, AND ALL MONIES RECEIVED FROM SUCH
BORROWER OR FOR ITS ACCOUNT BY SPONSOR WITH RESPECT TO SUCH SUBORDINATED DEBT
SHALL BE RECEIVED IN TRUST FOR SERVICER AND THE PARTICIPANTS, AND PROMPTLY UPON
RECEIPT, SHALL BE PAID OVER TO SERVICER FOR DISTRIBUTION TO THE PARTICIPANTS IN
ACCORDANCE HEREWITH UNTIL SUCH BORROWER'S INDEBTEDNESS TO SERVICER AND THE
PARTICIPANTS IS FULLY PAID AND SATISFIED, ALL WITHOUT PREJUDICE TO AND WITHOUT
IN ANY WAY AFFECTING THE OBLIGATIONS OF SPONSOR HEREUNDER; PROVIDED THAT UNLESS
A LOAN DEFAULT OR LOAN PAYMENT DEFAULT HAS OCCURRED AND IS CONTINUING, THE
SPONSOR MAY ACCEPT AND RETAIN ANY PAYMENTS MADE BY ANY BORROWER TO THE SPONSOR
IN THE ORDINARY COURSE OF BUSINESS, AND (II) SPONSOR SHALL NOT HAVE ANY RIGHTS
OF SUBROGATION OR OTHERWISE TO PARTICIPATE IN ANY SECURITY HELD BY THE SERVICER
FOR ANY LOAN TO SUCH BORROWER OR ANY OTHER GUARANTEED OBLIGATIONS ARISING
THEREFROM, AND SPONSOR HEREBY WAIVES SUCH RIGHTS UNTIL