OF ANY COLLATERAL OR ANY OTHER 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 ANY SECURED PARTY 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 SUCH SECURED PARTY (EACH GUARANTOR WAIVING ANY DUTY ON THE
PART OF THE SECURED PARTIES TO DISCLOSE SUCH INFORMATION);
(G)
THE FAILURE OF ANY OTHER PERSON TO EXECUTE OR DELIVER THIS GUARANTY,
ANY GUARANTY SUPPLEMENT (AS HEREINAFTER DEFINED) 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 ANY
SECURED PARTY 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be, if at any time any payment of any of the Guaranteed Obligations is rescinded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 must otherwise be returned by any Secured Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.
SECTION 3.
WAIVERS AND ACKNOWLEDGMENTS.
(A)
EACH GUARANTOR HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES PROMPTNESS, DILIGENCE, NOTICE OF
ACCEPTANCE, PRESENTMENT, DEMAND FOR PERFORMANCE, NOTICE OF NONPERFORMANCE,
DEFAULT, ACCELERATION, PROTEST OR DISHONOR AND ANY OTHER NOTICE WITH RESPECT TO
ANY OF THE GUARANTEED OBLIGATIONS AND THIS GUARANTY AND ANY REQUIREMENT THAT ANY
SECURED PARTY PROTECT, SECURE, PERFECT OR INSURE ANY LIEN OR ANY PROPERTY
SUBJECT THERETO OR EXHAUST ANY RIGHT OR TAKE ANY ACTION AGAINST ANY LOAN PARTY
OR ANY OTHER PERSON OR ANY COLLATERAL.
(B)
EACH GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY RIGHT
TO REVOKE THIS GUARANTY AND ACKNOWLEDGES THAT THIS GUARANTY IS CONTINUING IN
NATURE AND APPLIES TO ALL GUARANTEED OBLIGATIONS, WHETHER EXISTING NOW OR IN THE
FUTURE.
(C)
EACH GUARANTOR HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES (I) ANY
DEFENSE ARISING BY REASON OF ANY CLAIM OR DEFENSE BASED UPON AN ELECTION OF
REMEDIES BY ANY SECURED PARTY THAT IN ANY MANNER IMPAIRS, REDUCES, RELEASES OR
OTHERWISE ADVERSELY AFFECTS THE SUBROGATION, REIMBURSEMENT, EXONERATION,
CONTRIBUTION OR INDEMNIFICATION RIGHTS OF SUCH GUARANTOR OR OTHER RIGHTS OF SUCH
GUARANTOR TO PROCEED AGAINST ANY OF THE OTHER LOAN PARTIES, ANY OTHER GUARANTOR
OR ANY OTHER PERSON OR ANY COLLATERAL AND (II) ANY DEFENSE BASED ON ANY RIGHT OF
SET-OFF OR COUNTERCLAIM AGAINST OR IN RESPECT OF THE OBLIGATIONS OF SUCH
GUARANTOR HEREUNDER.
(D)
EACH GUARANTOR ACKNOWLEDGES