INSTRUMENT EVIDENCING THE
GUARANTEED OBLIGATIONS, OR ANY PART THEREOF, OR ANY OTHER AGREEMENT NOW OR
HEREAFTER EXECUTED BY THE BORROWER AND DELIVERED TO THE ADMINISTRATIVE AGENT
AND/OR ANY BANK, (D) THE SURRENDER, RELEASE, EXCHANGE, OR ALTERATION BY THE
ADMINISTRATIVE AGENT AND/OR ANY BANK OF ANY SECURITY OR COLLATERAL FOR THE
GUARANTEED OBLIGATIONS, OR (E) ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A GUARANTOR.
SECTION 4.07.NO WAIVER; REMEDIES.
NO FAILURE ON THE PART OF THE ADMINISTRATIVE
AGENT OR ANY BANK TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY RIGHT HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT.
THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND
NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
SECTION 4.08.CONTINUING GUARANTY.
THE GUARANTY SET FORTH IN THIS ARTICLE IV IS
A CONTINUING GUARANTY AND SHALL (A) REMAIN IN FULL FORCE AND EFFECT UNTIL THE
LATER OF (I) THE PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS AND ALL OTHER
AMOUNTS PAYABLE UNDER THIS GUARANTY AND (II) THE EXPIRATION OR TERMINATION OF
THE COMMITMENT OF EACH BANK, (B) BE BINDING UPON THE GUARANTOR, ITS SUCCESSORS
AND ASSIGNS, (C) INURE TO THE
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BENEFIT OF, AND BE ENFORCEABLE BY, THE ADMINISTRATIVE AGENT AND EACH OF THE
BANKS AND THEIR RESPECTIVE SUCCESSORS, TRANSFEREES AND ASSIGNS, AND (D) NOT BE
TERMINATED BY THE GUARANTOR OR THE BORROWER.
SECTION 4.09.LIMITATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS
ARTICLE IV, THE GUARANTOR'S LIABILITY HEREUNDER SHALL BE LIMITED TO THE LESSER
OF THE FOLLOWING AMOUNTS MINUS, IN EITHER CASE, $100.00:
(A) THE LOWEST AMOUNT WHICH WOULD RENDER THE GUARANTY PURSUANT TO THIS
ARTICLE IV A FRAUDULENT TRANSFER UNDER SECTION 548 OF THE BANKRUPTCY CODE
(11 U.S.C. § 101 ET SEQ.); OR
(B) IF THE GUARANTY PURSUANT TO THIS ARTICLE IV IS SUBJECT TO THE UFTA OR THE
UFCA OR ANY SIMILAR OR ANALOGOUS STATUTE OR RULE OF LAW, THEN THE LOWEST AMOUNT
WHICH WOULD RENDER THE GUARANTY PURSUANT TO THIS ARTICLE IV A FRAUDULENT
TRANSFER OR FRAUDULENT CONVEYANCE UNDER THE UFTA, THE UFCA, OR ANY SUCH SIMILAR
OR ANALOGOUS STATUTE OR RULE OF LAW.
The amount of the limitation imposed upon the Guarantor's liability under the
terms of the preceding sentence shall be subject to redetermination as of each
date a "transfer" is deemed to have been made on account of the Guaranty
pursuant to this Article IV under applicable law.
SECTION 4.10.EFFECT OF BANKRUPTCY.
IN THE EVENT THAT, PURSUANT TO ANY
INSOLVENCY, BANKRUPTCY, REORGANIZATION, RECEIVERSHIP OR OTHER DEBTOR RELIEF LAW,
OR ANY JUDGMENT, ORDER OR DECISION THEREUNDER, ANY BANK MUST RESCIND OR RESTORE
ANY PAYMENT, OR ANY PART THEREOF, RECEIVED BY SUCH BANK IN SATISFACTION OF THE
GUARANTEED OBLIGATIONS, ANY PRIOR RELEASE OR DISCHARGE FROM THE TERMS OF THE
GUARANTY SET FORTH IN THIS ARTICLE IV GIVEN TO THE GUARANTOR BY THE BANKS SHALL
BE WITHOUT EFFECT, AND THE GUARANTY SET FORTH