COMPROMISE, DISCHARGE, ACCELERATE OR
OTHERWISE CHANGE THE TIME FOR PAYMENT OR THE TERMS OF THE GUARANTEED OBLIGATIONS
OR ANY PART THEREOF; (B) TAKE, HOLD, EXCHANGE, ENFORCE, WAIVE, RELEASE, FAIL TO
PERFECT, SELL, OR OTHERWISE DISPOSE OF ANY SECURITY FOR THE PAYMENT OF THIS
GUARANTY OR ANY GUARANTEED OBLIGATIONS; (C) APPLY SUCH SECURITY AND DIRECT THE
ORDER OR MANNER OF SALE THEREOF AS THE ADMINISTRATIVE AGENT AND THE OTHER
SECURED PARTIES IN THEIR SOLE DISCRETION MAY DETERMINE; AND (D) RELEASE OR
SUBSTITUTE ONE OR MORE OF ANY ENDORSERS OR OTHER GUARANTORS OF ANY OF THE
GUARANTEED OBLIGATIONS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
GUARANTOR CONSENTS TO THE TAKING OF, OR FAILURE TO TAKE, ANY ACTION WHICH MIGHT
IN ANY MANNER OR TO ANY EXTENT VARY THE RISKS OF THE GUARANTOR UNDER THIS
GUARANTY OR WHICH, BUT FOR THIS PROVISION, MIGHT OPERATE AS A DISCHARGE OF THE
GUARANTOR.
4.
CERTAIN WAIVERS.
THE GUARANTOR WAIVES (A) ANY DEFENSE ARISING BY
REASON OF ANY DISABILITY OR OTHER DEFENSE OF EITHER BORROWER OR ANY OTHER
GUARANTOR, OR THE CESSATION FROM ANY CAUSE WHATSOEVER (INCLUDING ANY ACT OR
OMISSION OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY) OF THE
LIABILITY OF EITHER BORROWER OTHER THAN PAYMENT IN FULL OF THE GUARANTEED
OBLIGATIONS; (B) ANY DEFENSE BASED ON ANY CLAIM THAT THE GUARANTOR'S OBLIGATIONS
EXCEED OR ARE
2
MORE BURDENSOME THAN THOSE OF THE BORROWERS; (C) THE BENEFIT OF ANY STATUTE OF
LIMITATIONS AFFECTING THE GUARANTOR'S LIABILITY HEREUNDER; (D) ANY RIGHT TO
REQUIRE THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO PROCEED AGAINST
THE BORROWERS, PROCEED AGAINST OR EXHAUST ANY SECURITY FOR THE INDEBTEDNESS, OR
PURSUE ANY OTHER REMEDY IN THE ADMINISTRATIVE AGENT'S OR ANY OTHER SECURED
PARTY'S POWER WHATSOEVER; (E) ANY BENEFIT OF AND ANY RIGHT TO PARTICIPATE IN ANY
SECURITY NOW OR HEREAFTER HELD BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED
PARTY; AND (F) TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL OTHER
DEFENSES OR BENEFITS THAT MAY BE DERIVED FROM OR AFFORDED BY APPLICABLE LAW
LIMITING THE LIABILITY OF OR EXONERATING GUARANTORS OR SURETIES.
THE GUARANTOR
EXPRESSLY WAIVES ALL SETOFFS AND COUNTERCLAIMS AND ALL PRESENTMENTS, DEMANDS FOR
PAYMENT OR PERFORMANCE, NOTICES OF NONPAYMENT OR NONPERFORMANCE, PROTESTS,
NOTICES OF PROTEST, NOTICES OF DISHONOR AND ALL OTHER NOTICES OR DEMANDS OF ANY
KIND OR NATURE WHATSOEVER WITH RESPECT TO THE GUARANTEED OBLIGATIONS, AND ALL
NOTICES OF ACCEPTANCE OF THIS GUARANTY OR OF THE EXISTENCE, CREATION OR
INCURRENCE OF NEW OR ADDITIONAL GUARANTEED OBLIGATIONS. THE GUARANTOR WAIVES ANY
RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO THE GUARANTOR BY REASON
OF SECTIONS 2787 TO 2855, INCLUSIVE, 2899 AND 3433 OF THE CALIFORNIA CIVIL CODE.
AS PROVIDED BELOW, THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE FOREGOING WAIVERS AND
THE PROVISIONS HEREINAFTER SET FORTH IN THIS GUARANTY WHICH PERTAIN TO
CALIFORNIA LAW ARE INCLUDED SOLELY OUT OF AN ABUNDANCE OF CAUTION, AND SHALL NOT
BE CONSTRUED