TO ANY
COLLATERAL SECURING ALL OR A PART OF THE GUARANTEED OBLIGATIONS, COMPROMISE OR
ADJUST ANY PART OF THE GUARANTEED OBLIGATIONS, MAKE ANY OTHER ACCOMMODATION WITH
ANY OBLIGATED PARTY OR EXERCISE ANY OTHER RIGHT OR REMEDY AVAILABLE TO IT
AGAINST ANY OBLIGATED PARTY, WITHOUT AFFECTING OR IMPAIRING IN ANY WAY THE
LIABILITY OF SUCH LOAN GUARANTOR UNDER THIS LOAN GUARANTY EXCEPT TO THE EXTENT
THE GUARANTEED OBLIGATIONS HAVE BEEN FULLY PAID IN CASH.
TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, EACH LOAN GUARANTOR WAIVES ANY DEFENSE ARISING OUT
OF ANY SUCH ELECTION EVEN THOUGH THAT ELECTION MAY OPERATE, PURSUANT TO
APPLICABLE LAW, TO IMPAIR OR EXTINGUISH ANY RIGHT OF REIMBURSEMENT OR
SUBROGATION OR OTHER RIGHT OR REMEDY OF ANY LOAN GUARANTOR AGAINST ANY OBLIGATED
PARTY OR ANY SECURITY.
SECTION 10.05.
RIGHTS OF SUBROGATION.
NO LOAN GUARANTOR WILL ASSERT ANY RIGHT,
CLAIM OR CAUSE OF ACTION, INCLUDING, WITHOUT LIMITATION, A CLAIM OF SUBROGATION,
CONTRIBUTION OR INDEMNIFICATION THAT IT HAS AGAINST ANY OBLIGATED PARTY, OR ANY
COLLATERAL, UNTIL THE LOAN PARTIES AND THE LOAN GUARANTORS HAVE FULLY PERFORMED
ALL THEIR OBLIGATIONS (OTHER THAN UNLIQUIDATED OBLIGATIONS) TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS.
SECTION 10.06.
REINSTATEMENT; STAY OF ACCELERATION.
IF AT ANY TIME ANY PAYMENT
OF ANY PORTION OF THE GUARANTEED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE
RESTORED OR RETURNED UPON THE INSOLVENCY, BANKRUPTCY, OR REORGANIZATION OF
EITHER BORROWER OR OTHERWISE, EACH LOAN GUARANTOR'S OBLIGATIONS UNDER THIS LOAN
GUARANTY WITH RESPECT TO THAT PAYMENT SHALL BE REINSTATED AT SUCH TIME AS THOUGH
THE PAYMENT HAD NOT BEEN MADE AND WHETHER OR NOT THE ADMINISTRATIVE AGENT, THE
ISSUING BANK AND THE LENDERS ARE IN POSSESSION OF THIS LOAN GUARANTY. IF
ACCELERATION OF THE TIME FOR PAYMENT OF ANY OF THE GUARANTEED OBLIGATIONS IS
STAYED UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF EITHER BORROWER, ALL
SUCH AMOUNTS OTHERWISE SUBJECT TO ACCELERATION UNDER THE TERMS OF ANY AGREEMENT
RELATING TO THE GUARANTEED OBLIGATIONS SHALL NONETHELESS BE PAYABLE BY THE LOAN
GUARANTORS FORTHWITH ON DEMAND BY THE LENDER.
SECTION 10.07.
INFORMATION.
EACH LOAN GUARANTOR ASSUMES ALL RESPONSIBILITY FOR
BEING AND KEEPING ITSELF INFORMED OF THE APPLICABLE BORROWER'S FINANCIAL
CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE RISK OF
NONPAYMENT OF THE APPLICABLE GUARANTEED OBLIGATIONS AND THE NATURE, SCOPE AND
EXTENT OF THE RISKS THAT EACH LOAN GUARANTOR ASSUMES AND INCURS UNDER THIS LOAN
GUARANTY, AND AGREES THAT NEITHER THE ADMINISTRATIVE AGENT, THE ISSUING BANK NOR
ANY LENDER SHALL HAVE ANY DUTY TO ADVISE ANY LOAN GUARANTOR OF INFORMATION KNOWN
TO IT REGARDING THOSE CIRCUMSTANCES OR RISKS.
SECTION 10.08.
TAXES.
ALL PAYMENTS OF THE GUARANTEED OBLIGATIONS WILL BE MADE
BY EACH LOAN GUARANTOR FREE AND CLEAR OF AND WITHOUT DEDUCTION FOR ANY
INDEMNIFIED TAXES OR OTHER TAXES, PROVIDED THAT IF ANY LOAN GUARANTOR SHALL BE
REQUIRED TO DEDUCT ANY INDEMNIFIED TAXES OR OTHER TAXES FROM SUCH PAYMENTS, THEN
(I) THE SUM PAYABLE SHALL BE INCREASED AS NECESSARY SO THAT AFTER MAKING ALL
REQUIRED DEDUCTIONS (INCLUDING DEDUCTIONS APPLICABLE TO ADDITIONAL SUMS