DECLARATION) SHALL HAVE BEEN DULY
PAID, (B) EACH AND EVERY OTHER DEFAULT AND EVENT OF DEFAULT SHALL HAVE BEEN
WAIVED PURSUANT TO SECTION 11.5 OR OTHERWISE MADE GOOD OR CURED AND (C) NO
JUDGMENT OR DECREE HAS BEEN ENTERED FOR THE PAYMENT OF ANY MONIES DUE PURSUANT
TO THE NOTES OR THIS AGREEMENT, AND PROVIDED, FURTHER, THAT NO SUCH RESCISSION
OR ANNULMENT SHALL EXTEND TO OR AFFECT ANY SUBSEQUENT DEFAULT OR EVENT OF
DEFAULT OR IMPAIR ANY RIGHT CONSEQUENT THEREON.
11.5
WAIVER.
EXCEPT AS OTHERWISE PROVIDED FOR IN THIS
AGREEMENT OR BY APPLICABLE LAW, EACH NOTE PARTY WAIVES:
(A) PRESENTMENT, DEMAND
AND PROTEST AND NOTICE OF PRESENTMENT, DISHONOR, NOTICE OF INTENT TO ACCELERATE,
NOTICE OF ACCELERATION, PROTEST, DEFAULT, NONPAYMENT, MATURITY, RELEASE,
COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY NOTES AT ANY TIME HELD BY
ANY PURCHASER ON WHICH THE NOTE PARTIES MAY IN ANY WAY BE LIABLE, AND HEREBY
RATIFIES AND CONFIRMS WHATEVER SUCH PURCHASER MAY DO IN THIS REGARD AND (B) THE
BENEFIT OF ALL VALUATION, APPRAISAL, MARSHALING AND EXEMPTION LAWS.
ARTICLE XII
CROSS-GUARANTY
12.1
CROSS-GUARANTY.
EACH GUARANTOR UNCONDITIONALLY
GUARANTEES, AS A PRIMARY OBLIGOR AND NOT MERELY AS A SURETY, JOINTLY AND
SEVERALLY WITH EACH OTHER GUARANTOR, THE DUE AND PUNCTUAL PAYMENT OF THE
PRINCIPAL OF, AND INTEREST AND PREMIUM, IF ANY, ON, EACH OF THE NOTES WHEN AND
AS DUE, WHETHER AT MATURITY, BY ACCELERATION, BY NOTICE OF PREPAYMENT OR
OTHERWISE AND THE DUE AND PUNCTUAL PAYMENT AND PERFORMANCE OF ALL OTHER NOTE
PARTY OBLIGATIONS WITH RESPECT TO THE NOTES (THE "NOTE GUARANTEED
OBLIGATIONS").
EACH GUARANTOR FURTHER AGREES THAT THE NOTE GUARANTEED
OBLIGATIONS MAY BE AMENDED, MODIFIED, EXTENDED OR RENEWED, IN WHOLE OR IN PART,
WITHOUT NOTICE TO OR FURTHER ASSENT FROM IT, AND THAT IT WILL REMAIN BOUND UPON
ITS GUARANTY NOTWITHSTANDING ANY EXTENSION OR RENEWAL OF ANY NOTE GUARANTEED
OBLIGATIONS.
12.2
GUARANTY ABSOLUTE.
THE OBLIGATIONS OF EACH
GUARANTOR HEREUNDER SHALL BE UNCONDITIONAL AND SHALL NOT BE SUBJECT TO ANY
REDUCTION, LIMITATION, IMPAIRMENT OR TERMINATION FOR ANY REASON, INCLUDING,
WITHOUT LIMITATION, ANY CLAIM OF WAIVER, RELEASE, SETTLEMENT, SURRENDER,
ALTERATION OR COMPROMISE, AND SHALL NOT BE SUBJECT TO ANY DEFENSE OR SET OFF,
COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER BY REASON OF THE INVALIDITY,
ILLEGALITY OR UNENFORCEABILITY OF THE NOTE GUARANTEED OBLIGATIONS OR OTHERWISE.
WITHOUT
58
LIMITING THE GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF EACH GUARANTOR
HEREUNDER WITH RESPECT TO ANY OF THE NOTE GUARANTEED OBLIGATIONS SHALL NOT BE
DISCHARGED OR IMPAIRED OR OTHERWISE AFFECTED BY AND NO GUARANTOR SHALL BE
ENTITLED TO RAISE AS A DEFENSE THE FAILURE OF ANY PURCHASER TO ASSERT ANY CLAIM
OR DEMAND OR TO ENFORCE ANY REMEDY UNDER THIS AGREEMENT, THE NOTES, OR UNDER ANY
OTHER GUARANTY OR ANY OTHER AGREEMENT, BY ANY WAIVER OR MODIFICATION OF ANY
PROVISION THEREOF, BY ANY DEFAULT, FAILURE OR DELAY, WILLFUL OR OTHERWISE, IN
THE PERFORMANCE OF ANY NOTE GUARANTEED OBLIGATIONS, OR BY ANY OTHER ACT OR
OMISSION WHICH MAY OR MIGHT OTHERWISE IN ANY MANNER OR TO ANY EXTENT VARY THE
RISK OR REDUCE