A SELLER
OR ANY OTHER PERSON PRIOR TO OR CONTEMPORANEOUSLY WITH PROCEEDING TO EXERCISE
ANY RIGHT AGAINST EITHER GUARANTOR UNDER THIS GUARANTEE OR (IV) ANY OTHER
CIRCUMSTANCE WHATSOEVER (WITH OR WITHOUT NOTICE TO OR KNOWLEDGE OF SELLERS OR
EITHER GUARANTOR) WHICH CONSTITUTES, OR MIGHT BE CONSTRUED TO CONSTITUTE, AN
EQUITABLE OR LEGAL DISCHARGE OF SELLERS FOR THE OBLIGATIONS OR OF EITHER
GUARANTOR UNDER THIS GUARANTEE, IN BANKRUPTCY OR IN ANY OTHER INSTANCE.
WHEN
PURSUING ITS RIGHTS AND REMEDIES HEREUNDER AGAINST EITHER GUARANTOR, BUYER MAY,
BUT SHALL BE UNDER NO OBLIGATION, TO PURSUE SUCH RIGHTS AND REMEDIES THAT BUYER
MAY HAVE AGAINST SELLERS OR ANY OTHER PERSON OR AGAINST ANY COLLATERAL SECURITY
OR GUARANTEE FOR THE OBLIGATIONS OR ANY RIGHT OF OFFSET WITH RESPECT THERETO,
AND ANY FAILURE BY BUYER TO PURSUE SUCH OTHER RIGHTS OR REMEDIES OR TO COLLECT
ANY PAYMENTS FROM SELLERS OR ANY SUCH OTHER PERSON OR TO REALIZE UPON ANY SUCH
COLLATERAL SECURITY OR GUARANTEE OR TO EXERCISE ANY SUCH RIGHT OF OFFSET, OR ANY
RELEASE OF SELLERS OR ANY SUCH OTHER PERSON OR ANY SUCH COLLATERAL SECURITY,
GUARANTEE OR RIGHT OF OFFSET, SHALL NOT RELIEVE EITHER GUARANTOR OF ANY
LIABILITY HEREUNDER, AND SHALL NOT IMPAIR OR AFFECT THE RIGHTS AND REMEDIES,
WHETHER EXPRESS, IMPLIED OR AVAILABLE AS A MATTER OF LAW, OF BUYER AGAINST
EITHER GUARANTOR.
THIS GUARANTEE SHALL REMAIN IN FULL FORCE AND EFFECT AND BE
BINDING IN ACCORDANCE WITH AND TO THE EXTENT OF ITS TERMS UPON EACH GUARANTOR
AND ITS RESPECTIVE SUCCESSORS AND ASSIGNS THEREOF, AND SHALL INURE TO THE
BENEFIT OF BUYER, AND ITS RESPECTIVE SUCCESSORS, ENDORSEES, TRANSFEREES AND
ASSIGNS, UNTIL ALL THE OBLIGATIONS AND THE OBLIGATIONS OF EACH GUARANTOR UNDER
THIS
GUARANTEE SHALL HAVE BEEN SATISFIED BY PAYMENT IN FULL, NOTWITHSTANDING THAT
FROM TIME TO TIME DURING THE TERM OF THE TRANSACTION DOCUMENTS SELLERS MAY BE
FREE FROM ANY OBLIGATIONS.
(B)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH GUARANTOR
HEREBY AGREES, ACKNOWLEDGES, AND REPRESENTS AND WARRANTS TO BUYER AS FOLLOWS:
(I)
GUARANTOR HEREBY WAIVES ANY DEFENSE ARISING BY REASON OF, AND ANY AND
ALL RIGHT TO ASSERT AGAINST BUYER ANY CLAIM OR DEFENSE BASED UPON, AN ELECTION
OF REMEDIES BY BUYER WHICH IN ANY MANNER IMPAIRS, AFFECTS, REDUCES, RELEASES,
DESTROYS AND/OR EXTINGUISHES SUCH GUARANTOR'S SUBROGATION RIGHTS, RIGHTS TO
PROCEED AGAINST SELLERS, OR ANY OTHER GUARANTOR FOR REIMBURSEMENT OR
CONTRIBUTION, AND/OR ANY OTHER RIGHTS OF SUCH GUARANTOR TO PROCEED AGAINST
SELLERS AGAINST ANY OTHER GUARANTOR, OR AGAINST ANY OTHER PERSON OR SECURITY.
(II)
GUARANTOR IS PRESENTLY INFORMED OF THE FINANCIAL CONDITION OF SELLERS
AND OF ALL OTHER CIRCUMSTANCES WHICH DILIGENT INQUIRY WOULD REVEAL AND WHICH
BEAR UPON THE RISK OF NONPAYMENT OF THE OBLIGATIONS.
GUARANTOR HEREBY COVENANTS
THAT IT WILL MAKE ITS OWN INVESTIGATION AND WILL CONTINUE TO KEEP ITSELF
INFORMED ABOUT EACH SELLER'S FINANCIAL CONDITION, THE STATUS OF OTHER
GUARANTORS, IF ANY, OF ALL OTHER CIRCUMSTANCES WHICH BEAR UPON THE RISK OF
NONPAYMENT AND THAT IT WILL CONTINUE TO RELY UPON SOURCES OTHER THAN BUYER FOR
SUCH INFORMATION AND