LOAN DOCUMENT;
(III)
THE EXISTENCE, VALUE OR CONDITION OF, OR FAILURE TO PERFECT ITS
LIEN AGAINST, ANY SECURITY FOR OR OTHER GUARANTY OF THE GUARANTEED OBLIGATIONS
OR ANY ACTION, OR THE ABSENCE OF ANY ACTION, BY THE ADMINISTRATIVE AGENT OR ANY
LENDER IN RESPECT OF SUCH SECURITY OR GUARANTY (INCLUDING, WITHOUT LIMITATION,
THE RELEASE OF ANY SUCH SECURITY OR GUARANTY); OR
(IV)
ANY OTHER ACTION OR CIRCUMSTANCES WHICH MIGHT OTHERWISE CONSTITUTE
A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR;
5
it being agreed by each Guarantor that, subject to the first sentence of Section
2.2, its obligations under this Guaranty shall not be discharged until the final
indefeasible payment and performance, in full, of the Guaranteed Obligations and
the termination of the Revolving Credit Commitments.
(B)
EACH GUARANTOR REPRESENTS, WARRANTS AND AGREES THAT ITS
OBLIGATIONS UNDER THIS GUARANTY ARE NOT AND SHALL NOT BE SUBJECT TO ANY
COUNTERCLAIMS, OFFSETS OR DEFENSES OF ANY KIND (OTHER THAN THE DEFENSE OF
PAYMENT) AGAINST THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY BORROWER WHETHER
NOW EXISTING OR WHICH MAY ARISE IN THE FUTURE.
(C)
EACH GUARANTOR HEREBY AGREES AND ACKNOWLEDGES THAT THE GUARANTEED
OBLIGATIONS, AND ANY OF THEM, SHALL CONCLUSIVELY BE DEEMED TO HAVE BEEN CREATED,
CONTRACTED OR INCURRED, OR RENEWED, EXTENDED, AMENDED OR WAIVED, IN RELIANCE
UPON THIS GUARANTY, AND ALL DEALINGS BETWEEN THE BORROWERS AND ANY OF THE
GUARANTORS, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT AND THE LENDERS, ON
THE OTHER HAND, LIKEWISE SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN HAD OR
CONSUMMATED IN RELIANCE UPON THIS GUARANTY.
SECTION 2.5
Waivers.
To the extent permitted by law, each Guarantor
expressly waives all of the following rights and defenses (and agrees not to
take advantage of or assert any such right or defense):
(A)
ANY RIGHTS IT MAY NOW OR IN THE FUTURE HAVE UNDER ANY STATUTE
(INCLUDING, WITHOUT LIMITATION, NORTH CAROLINA GENERAL STATUTES SECTION 26-7, ET
SEQ. OR SIMILAR LAW), OR AT LAW OR IN EQUITY, OR OTHERWISE, TO COMPEL THE
ADMINISTRATIVE AGENT OR ANY LENDER TO PROCEED IN RESPECT OF THE OBLIGATIONS
AGAINST THE BORROWERS OR ANY OTHER PERSON OR AGAINST ANY SECURITY FOR OR OTHER
GUARANTY OF THE PAYMENT AND PERFORMANCE OF THE GUARANTEED OBLIGATIONS BEFORE
PROCEEDING AGAINST, OR AS A CONDITION TO PROCEEDING AGAINST, SUCH GUARANTOR;
(B)
ANY DEFENSE BASED UPON THE FAILURE OF THE ADMINISTRATIVE AGENT OR
ANY LENDER TO COMMENCE AN ACTION IN RESPECT OF THE GUARANTEED OBLIGATIONS
AGAINST THE BORROWERS, SUCH GUARANTOR, ANY OTHER GUARANTOR OR ANY OTHER PERSON
OR ANY SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE GUARANTEED OBLIGATIONS;
(C)
ANY RIGHT TO INSIST UPON, PLEAD OR IN ANY MANNER WHATEVER CLAIM OR
TAKE THE BENEFIT OR ADVANTAGE OF, ANY APPRAISAL, VALUATION, STAY, EXTENSION,
MARSHALLING OF ASSETS OR REDEMPTION LAWS, OR EXEMPTION, WHETHER NOW OR AT ANY
TIME HEREAFTER IN FORCE, WHICH MAY DELAY, PREVENT OR OTHERWISE AFFECT THE
PERFORMANCE BY SUCH GUARANTOR OF ITS OBLIGATIONS UNDER, OR THE ENFORCEMENT BY
THE ADMINISTRATIVE AGENT OR THE LENDERS