HEREUNDER.
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR WAIVES
ANY DEFENSE BASED ON OR ARISING OUT OF ANY DEFENSE OF THE BORROWER OR THE
UNENFORCEABILITY OF THE OBLIGATIONS OR ANY PART THEREOF FROM ANY CAUSE, OR THE
CESSATION FROM ANY CAUSE OF THE LIABILITY OF THE BORROWER, OTHER THAN THE
PAYMENT IN FULL IN CASH OF ALL THE OBLIGATIONS.
THE PAYING AGENT AND THE OTHER
CREDIT PARTIES MAY, AT 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 OBLIGATIONS, MAKE ANY OTHER ACCOMMODATION WITH THE BORROWER OR EXERCISE ANY
OTHER RIGHT OR REMEDY AVAILABLE TO THEM AGAINST THE BORROWER, WITHOUT AFFECTING
OR IMPAIRING IN ANY WAY THE LIABILITY OF ANY GUARANTOR HEREUNDER EXCEPT TO THE
EXTENT THE OBLIGATIONS HAVE BEEN PAID IN FULL IN CASH.
TO THE FULLEST EXTENT
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 SECURITY.
(D)
REINSTATEMENT.
EACH GUARANTOR AGREES THAT 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PAYMENT, OR ANY PART THEREOF, OF ANY OBLIGATION IS RESCINDED OR MUST OTHERWISE
BE RESTORED BY THE PAYING AGENT OR ANY OTHER CREDIT PARTY UPON THE BANKRUPTCY OR
REORGANIZATION OF THE BORROWER OR OTHERWISE.
THE PROVISIONS OF THIS SECTION
2.04 SHALL SURVIVE ANY TERMINATION OR RELEASE UNDER SECTION 4.10.
(E)
AGREEMENT TO PAY; SUBROGATION.
IN FURTHERANCE OF THE FOREGOING AND NOT IN
LIMITATION OF ANY OTHER RIGHT THAT THE PAYING AGENT OR ANY OTHER CREDIT PARTY
HAS AT LAW OR IN EQUITY AGAINST ANY GUARANTOR BY VIRTUE HEREOF, UPON THE FAILURE
OF THE BORROWER TO PAY ANY OBLIGATION WHEN AND AS THE SAME SHALL BECOME DUE,
WHETHER AT MATURITY, BY ACCELERATION, AFTER NOTICE OF PREPAYMENT OR OTHERWISE,
EACH GUARANTOR HEREBY PROMISES TO AND WILL FORTHWITH PAY, OR CAUSE TO BE PAID,
TO THE PAYING AGENT FOR DISTRIBUTION TO THE APPLICABLE CREDIT PARTIES IN CASH
THE AMOUNT OF SUCH UNPAID OBLIGATION.
UPON PAYMENT BY ANY GUARANTOR OF ANY SUMS
TO THE PAYING AGENT AS PROVIDED ABOVE, ALL RIGHTS OF SUCH GUARANTOR AGAINST THE
BORROWER 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.
(F)
INFORMATION.
EACH OF THE GUARANTORS ASSUMES ALL RESPONSIBILITY FOR BEING
AND KEEPING ITSELF INFORMED OF THE BORROWER'S FINANCIAL CONDITION AND ASSETS,
AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE RISK OF NONPAYMENT OF THE
OBLIGATIONS AND THE NATURE, SCOPE AND EXTENT OF THE RISKS THAT SUCH GUARANTOR
ASSUMES AND INCURS HEREUNDER, AND AGREES THAT NONE OF THE PAYING AGENT OR THE
OTHER CREDIT