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.
SECTION 2.04.
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IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY OBLIGATION IS RESCINDED OR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, OTHER THAN A RELEASE PURSUANT TO SECTION 4.10(B).
SECTION 2.05.
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.
SECTION 2.06.
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 PARTIES WILL HAVE ANY DUTY TO ADVISE SUCH GUARANTOR OF
INFORMATION KNOWN TO IT OR ANY OF THEM REGARDING SUCH CIRCUMSTANCES OR RISKS.
ARTICLE III
INDEMNITY, SUBROGATION AND SUBORDINATION
SECTION 3.01.
INDEMNITY.
IN ADDITION TO ALL SUCH RIGHTS OF INDEMNITY AND
SUBROGATION AS EACH OF THE SUBSIDIARY GUARANTORS MAY HAVE UNDER APPLICABLE LAW
(BUT SUBJECT TO SECTION 3.03), PARENT AND THE BORROWER JOINTLY AND SEVERALLY
AGREE THAT, IN THE EVENT A PAYMENT IN RESPECT OF ANY OBLIGATION SHALL BE