THE EXISTENCE
OF ANY DISPUTE BETWEEN BORROWER AND ANY BENEFICIARY WITH RESPECT TO THE
EXISTENCE OF SUCH EVENT OF DEFAULT;
(C)
THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER ARE INDEPENDENT OF THE
OBLIGATIONS OF BORROWER AND THE OBLIGATIONS OF ANY OTHER GUARANTOR (INCLUDING
ANY OTHER GUARANTOR) OF THE OBLIGATIONS OF BORROWER, AND A SEPARATE ACTION OR
ACTIONS MAY BE BROUGHT AND PROSECUTED AGAINST SUCH GUARANTOR WHETHER OR NOT ANY
ACTION IS BROUGHT AGAINST BORROWER OR ANY OF SUCH OTHER GUARANTORS AND WHETHER
OR NOT BORROWER IS JOINED IN ANY SUCH ACTION OR ACTIONS;
(D)
PAYMENT BY ANY GUARANTOR OF A PORTION, BUT NOT ALL, OF THE
GUARANTEED OBLIGATIONS SHALL IN NO WAY LIMIT, AFFECT, MODIFY OR ABRIDGE ANY
GUARANTOR'S LIABILITY FOR ANY PORTION OF THE GUARANTEED OBLIGATIONS WHICH HAS
NOT BEEN PAID. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF
ADMINISTRATIVE AGENT IS AWARDED A JUDGMENT IN ANY SUIT BROUGHT TO ENFORCE ANY
GUARANTOR'S COVENANT TO PAY A PORTION OF THE GUARANTEED OBLIGATIONS, SUCH
JUDGMENT SHALL NOT BE DEEMED TO RELEASE SUCH GUARANTOR FROM ITS COVENANT TO PAY
THE PORTION OF THE GUARANTEED OBLIGATIONS THAT IS NOT THE SUBJECT OF SUCH SUIT,
AND SUCH JUDGMENT SHALL NOT, EXCEPT TO THE EXTENT SATISFIED BY SUCH GUARANTOR,
LIMIT, AFFECT, MODIFY OR ABRIDGE ANY OTHER GUARANTOR'S LIABILITY HEREUNDER IN
RESPECT OF THE GUARANTEED OBLIGATIONS;
(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 ANY GUARANTOR'S LIABILITY HEREUNDER, FROM TIME TO TIME MAY, WITH THE WRITTEN
CONSENT OF THE APPLICABLE LOAN PARTY OR PURSUANT TO THE TERMS OF THE APPLICABLE
LOAN DOCUMENT, (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 (INCLUDING ANY OTHER GUARANTOR) 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 OR THE APPLICABLE HEDGE AGREEMENT AND ANY APPLICABLE
SECURITY AGREEMENT, INCLUDING FORECLOSURE ON ANY SUCH SECURITY