Borrower or any other Obligor or
whether any Borrower or any other Obligor 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;
(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 OBLIGOR 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 OBLIGOR 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 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 OBLIGOR UNDER THE LOAN DOCUMENTS OR ANY OTHER ASSETS OF ANY
OBLIGOR;
(E)
ANY CHANGE, RESTRUCTURING OR TERMINATION OF THE CORPORATE STRUCTURE OR
EXISTENCE OF ANY OBLIGOR;
(F)
ANY FAILURE OF THE AGENT OR ANY LENDER TO DISCLOSE TO ANY OBLIGOR ANY
INFORMATION RELATING TO THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE),
OPERATIONS, PERFORMANCE, PROPERTIES OR PROSPECTS OF ANY OTHER OBLIGOR NOW OR
HEREAFTER KNOWN TO SUCH AGENT OR SUCH LENDER, AS THE CASE MAY BE (EACH GUARANTOR
WAIVING ANY DUTY ON THE PART OF THE AGENT AND THE LENDERS TO DISCLOSE SUCH
INFORMATION);
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(G)
THE FAILURE OF ANY OTHER PERSON TO EXECUTE OR DELIVER THIS GUARANTY OR
THE RELEASE OR REDUCTION OF LIABILITY OF ANY 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 OBLIGOR OR ANY OTHER GUARANTOR OR SURETY, IN ITS CAPACITY AS A
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 must otherwise be returned by the Agent or any Lender or any other Person
upon the insolvency, bankruptcy or reorganization of any Borrower or any other
Obligor or otherwise, all as though such payment had not been made.
Section 12.3
Waivers and Acknowledgments.
(A)
EACH GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY