in respect
of the Loan Documents, and a separate action or actions may be brought and
prosecuted against each Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against any other Loan Party or whether any other
Loan Party is joined in any such action or actions.
The liability of each
Guarantor under this Guaranty shall be irrevocable, absolute and unconditional
irrespective of, and each Guarantor hereby irrevocably waives any defenses it
may now have or hereafter acquire in any way relating to, any or all of the
following:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF ANY LOAN DOCUMENT OR ANY
AGREEMENT OR INSTRUMENT RELATING THERETO;
46
(B)
ANY CHANGE IN THE TIME, MANNER OR PLACE OF PAYMENT OF, OR IN ANY
OTHER TERM OF, ALL OR ANY OF THE GUARANTEED OBLIGATIONS OR ANY OTHER OBLIGATIONS
OF ANY OTHER LOAN PARTY UNDER OR IN RESPECT OF THE LOAN DOCUMENTS, OR ANY OTHER
AMENDMENT OR WAIVER OF OR ANY CONSENT TO DEPARTURE FROM ANY LOAN DOCUMENT,
INCLUDING, WITHOUT LIMITATION, ANY INCREASE IN THE GUARANTEED OBLIGATIONS
RESULTING FROM THE EXTENSION OF ADDITIONAL CREDIT TO ANY LOAN PARTY OR ANY OF
ITS SUBSIDIARIES OR OTHERWISE;
(C)
ANY TAKING, EXCHANGE, RELEASE OR NON-PERFECTION OF ANY COLLATERAL,
OR ANY TAKING, RELEASE OR AMENDMENT OR WAIVER OF, OR CONSENT TO DEPARTURE FROM,
ANY OTHER GUARANTY, FOR ALL OR ANY OF THE GUARANTEED OBLIGATIONS;
(D)
ANY MANNER OF APPLICATION OF ANY COLLATERAL, OR PROCEEDS THEREOF,
TO ALL OR ANY OF THE GUARANTEED OBLIGATIONS, OR ANY MANNER OF SALE OR OTHER
DISPOSITION OF ANY COLLATERAL FOR ALL OR ANY OF THE GUARANTEED OBLIGATIONS OR
ANY OTHER OBLIGATIONS OF ANY LOAN PARTY UNDER THE LOAN DOCUMENTS OR ANY OTHER
ASSETS OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES;
(E)
ANY CHANGE, RESTRUCTURING OR TERMINATION OF THE CORPORATE
STRUCTURE OR EXISTENCE OF ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES;
(F)
ANY FAILURE OF THE AGENT OR ANY LENDER TO DISCLOSE TO ANY LOAN
PARTY ANY INFORMATION RELATING TO THE BUSINESS, CONDITION (FINANCIAL OR
OTHERWISE), OPERATIONS, PERFORMANCE, PROPERTIES OR PROSPECTS OF ANY OTHER LOAN
PARTY NOW OR HEREAFTER KNOWN TO THE AGENT OR SUCH LENDER (EACH GUARANTOR WAIVING
ANY DUTY ON THE PART OF THE AGENT AND THE LENDERS TO DISCLOSE SUCH INFORMATION);
(G)
THE FAILURE OF ANY OTHER PERSON TO EXECUTE OR DELIVER THIS
AGREEMENT, ANY GUARANTY SUPPLEMENT OR ANY OTHER GUARANTY OR AGREEMENT OR THE
RELEASE OR REDUCTION OF LIABILITY OF ANY GUARANTOR OR OTHER GUARANTOR OR SURETY
WITH RESPECT TO THE GUARANTEED OBLIGATIONS; OR
(H)
ANY OTHER CIRCUMSTANCE (INCLUDING, WITHOUT LIMITATION, ANY STATUTE
OF LIMITATIONS) OR ANY EXISTENCE OF OR RELIANCE ON ANY REPRESENTATION BY THE
AGENT OR ANY LENDER THAT MIGHT OTHERWISE CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF, ANY LOAN PARTY OR ANY OTHER GUARANTOR OR SURETY.
This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or