PAID IN FULL, THE COMMITMENTS ARE TERMINATED AND NO LETTERS
OF CREDIT SHALL BE OUTSTANDING.
(F)
EACH GUARANTOR AGREES THAT WHENEVER, AT
ANY TIME, OR FROM TIME TO TIME, IT SHALL MAKE ANY PAYMENT TO THE ADMINISTRATIVE
AGENT OR ANY OTHER SECURED PARTY ON ACCOUNT OF ITS LIABILITY HEREUNDER, IT WILL
NOTIFY THE ADMINISTRATIVE AGENT IN WRITING THAT SUCH PAYMENT IS MADE UNDER THIS
GUARANTEE FOR SUCH PURPOSE.
3.
RIGHT OF CONTRIBUTION.
EACH GUARANTOR
HEREBY AGREES THAT TO THE EXTENT THAT A GUARANTOR SHALL HAVE PAID MORE THAN ITS
PROPORTIONATE SHARE OF ANY PAYMENT MADE HEREUNDER, SUCH GUARANTOR SHALL BE
ENTITLED TO SEEK AND RECEIVE CONTRIBUTION FROM AND AGAINST ANY OTHER GUARANTOR
HEREUNDER WHO HAS NOT PAID ITS PROPORTIONATE SHARE OF SUCH PAYMENT.
EACH
GUARANTOR'S RIGHT OF CONTRIBUTION SHALL BE SUBJECT TO THE TERMS AND CONDITIONS
OF SECTION 5 HEREOF.
THE PROVISIONS OF THIS SECTION 3 SHALL IN NO RESPECT LIMIT
THE OBLIGATIONS AND LIABILITIES OF ANY GUARANTOR TO THE ADMINISTRATIVE AGENT AND
THE OTHER SECURED PARTIES, AND EACH GUARANTOR SHALL REMAIN LIABLE TO THE
ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES FOR THE FULL AMOUNT
GUARANTEED BY SUCH GUARANTOR HEREUNDER.
4.
RIGHT OF SET-OFF.
IN ADDITION TO ANY
RIGHTS AND REMEDIES OF THE SECURED PARTIES PROVIDED BY LAW, EACH GUARANTOR
HEREBY IRREVOCABLY AUTHORIZES EACH SECURED PARTY AT ANY TIME AND FROM TIME TO
TIME FOLLOWING THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
WITHOUT NOTICE TO SUCH GUARANTOR OR ANY OTHER GUARANTOR, ANY SUCH NOTICE BEING
EXPRESSLY WAIVED BY EACH GUARANTOR, UPON ANY AMOUNT BECOMING DUE AND PAYABLE BY
SUCH GUARANTOR HEREUNDER (WHETHER AT STATED MATURITY, BY ACCELERATION OR
OTHERWISE) TO SET-OFF AND APPROPRIATE AND APPLY AGAINST SUCH AMOUNT ANY AND ALL
DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL), IN ANY
CURRENCY, AND ANY OTHER CREDITS, INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN
EACH CASE WHETHER DIRECT OR INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR
UNMATURED, AT ANY TIME HELD OR OWING BY SUCH SECURED PARTY TO OR FOR THE CREDIT
OR THE ACCOUNT OF SUCH GUARANTOR.
EACH SECURED PARTY SHALL NOTIFY SUCH
GUARANTOR PROMPTLY OF ANY SUCH SET-OFF AND THE APPROPRIATION AND APPLICATION
MADE BY SUCH SECURED PARTY, PROVIDED THAT THE FAILURE TO GIVE SUCH NOTICE SHALL
NOT AFFECT THE VALIDITY OF SUCH SET-OFF AND APPLICATION.
5.
NO SUBROGATION.
NOTWITHSTANDING ANY
PAYMENT OR PAYMENTS MADE BY ANY OF THE GUARANTORS HEREUNDER OR ANY SET-OFF OR
APPROPRIATION AND APPLICATION OF FUNDS OF ANY OF THE GUARANTORS BY THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY, NO GUARANTOR SHALL BE ENTITLED
TO BE SUBROGATED TO ANY OF THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY AGAINST THE BORROWER OR ANY OTHER GUARANTOR OR ANY COLLATERAL
SECURITY OR GUARANTEE OR RIGHT OF OFFSET HELD BY THE ADMINISTRATIVE AGENT OR ANY
OTHER SECURED PARTY FOR THE PAYMENT OF THE OBLIGATIONS, NOR SHALL ANY GUARANTOR
SEEK OR BE ENTITLED TO SEEK ANY CONTRIBUTION OR REIMBURSEMENT FROM THE BORROWER
OR ANY OTHER GUARANTOR IN RESPECT OF