OBLIGATIONS OF THE ISSUER TO THE HOLDERS, OR UPON ANY
COLLATERAL OR SECURITY FOR ANY OR ALL OF THE OBLIGATIONS, NOR BY THE TAKING BY
THE HOLDERS OF (OR THE FAILURE TO TAKE) ANY OTHER GUARANTY OR GUARANTIES TO
SECURE THE OBLIGATIONS, NOR BY THE TAKING BY THE HOLDERS OF (OR THE FAILURE TO
TAKE OR THE FAILURE TO PERFECT ITS SECURITY INTEREST IN OR OTHER LIEN ON)
COLLATERAL OR SECURITY OF ANY KIND.
NO ACT OR OMISSION OF THE HOLDER, WHETHER
OR NOT SUCH ACTION OR FAILURE TO ACT VARIES OR INCREASES THE RISK, OR AFFECTS
THE RIGHTS OR REMEDIES OF THE GUARANTORS, SHALL AFFECT OR IMPAIR THE OBLIGATIONS
OF THE GUARANTORS HEREUNDER.
EACH GUARANTOR ACKNOWLEDGES THAT THIS GUARANTY IS
IN EFFECT AND BINDING WITHOUT REFERENCE TO WHETHER THIS GUARANTY IS SIGNED BY
ANY OTHER PERSON OR PERSONS, THAT POSSESSION OF THIS GUARANTY BY THE TRUSTEE OR
ANY HOLDER SHALL BE CONCLUSIVE EVIDENCE OF DUE DELIVERY HEREOF BY SUCH GUARANTOR
AND THAT THIS GUARANTY SHALL CONTINUE IN FULL FORCE AND EFFECT, BOTH AS TO THE
OBLIGATIONS THEN EXISTING AND/OR THEREAFTER CREATED, NOTWITHSTANDING THE RELEASE
OF OR EXTENSION OF TIME TO ANY OTHER GUARANTOR OF THE OBLIGATIONS OR ANY PART
THEREOF.
SECTION 6.
ACTIONS NOT REQUIRED.
EACH GUARANTOR HEREBY WAIVES ANY
AND ALL RIGHT TO CAUSE A MARSHALLING OF THE ASSETS OF THE ISSUER OR ANY OTHER
ACTION BY ANY COURT OR OTHER GOVERNMENTAL BODY WITH RESPECT THERETO OR TO CAUSE
THE TRUSTEE OR ANY HOLDER TO PROCEED AGAINST ANY SECURITY FOR THE OBLIGATIONS OR
ANY OTHER RECOURSE WHICH THE TRUSTEE OR ANY HOLDER MAY HAVE WITH RESPECT THERETO
AND FURTHER WAIVES ANY AND ALL REQUIREMENTS THAT THE TRUSTEE OR ANY HOLDER
INSTITUTE ANY ACTION OR PROCEEDING AT LAW OR IN EQUITY, OR OBTAIN ANY JUDGMENT,
AGAINST THE ISSUER OR ANY OTHER PERSON, OR WITH RESPECT TO ANY COLLATERAL
SECURITY FOR THE OBLIGATIONS, AS A CONDITION PRECEDENT TO MAKING DEMAND ON OR
BRINGING AN ACTION OR OBTAINING AND/OR ENFORCING A JUDGMENT AGAINST, SUCH
GUARANTOR UPON THIS GUARANTY.
EACH GUARANTOR FURTHER ACKNOWLEDGES THAT TIME IS
OF THE ESSENCE WITH RESPECT TO SUCH GUARANTOR'S OBLIGATIONS UNDER THIS
GUARANTY.
ANY REMEDY OR RIGHT HEREBY GRANTED WHICH SHALL BE FOUND TO BE
UNENFORCEABLE AS TO ANY PERSON OR UNDER ANY CIRCUMSTANCE, FOR ANY REASON, SHALL
IN NO WAY LIMIT OR PREVENT THE ENFORCEMENT OF SUCH REMEDY OR RIGHT AS TO ANY
OTHER PERSON OR CIRCUMSTANCE, NOR SHALL SUCH UNENFORCEABILITY LIMIT OR PREVENT
ENFORCEMENT OF ANY OTHER REMEDY OR RIGHT HEREBY GRANTED.
SECTION 7.
NO SUBROGATION.
NOTWITHSTANDING ANY PAYMENT OR
PAYMENTS MADE BY ANY GUARANTOR HEREUNDER, EACH GUARANTOR WAIVES ALL RIGHTS OF
SUBROGATION TO ANY OF THE RIGHTS OF THE TRUSTEE OR THE HOLDERS AGAINST THE
ISSUER OR ANY OTHER PERSON LIABLE FOR PAYMENT OF ANY OF THE OBLIGATIONS OR ANY
COLLATERAL SECURITY OR GUARANTY OR RIGHT OF OFFSET HELD BY THE TRUSTEE OR THE
HOLDERS FOR THE PAYMENT OF THE OBLIGATIONS, AND EACH GUARANTOR WAIVES ALL RIGHTS
TO SEEK ANY RECOURSE TO OR CONTRIBUTION