OF, GUARANTOR OR
COUNTERPARTY IN RESPECT OF THE GUARANTEED OBLIGATIONS OR A LEGAL OR EQUITABLE
DISCHARGE OF COUNTERPARTY IN RESPECT THEREOF, INCLUDING, A DISCHARGE AS A RESULT
OF ANY BANKRUPTCY OR SIMILAR LAW.
4.
WAIVER.
IN ADDITION TO WAIVING ANY
DEFENSES TO WHICH SECTION 3.1 THROUGH SECTION 3.15 HEREOF MAY REFER:
4.1.
GUARANTOR HEREBY IRREVOCABLY, UNCONDITIONALLY
AND EXPRESSLY WAIVES, AND AGREES THAT IT SHALL NOT AT ANY TIME INSIST UPON,
PLEAD OR IN ANY MANNER WHATSOEVER CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF, ANY
APPRAISAL, VALUATION, STAY, EXTENSION, MARSHALING 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 GUARANTOR OF ITS OBLIGATIONS
UNDER, OR THE ENFORCEMENT BY BENEFICIARY OF, THIS GUARANTY;
4.2.
GUARANTOR HEREBY IRREVOCABLY, UNCONDITIONALLY
AND EXPRESSLY WAIVES ALL NOTICES, DILIGENCE, PRESENTMENT AND DEMAND OF EVERY
KIND (WHETHER FOR NONPERFORMANCE, NONPAYMENT OR PROTEST OR OF ACCEPTANCE,
MATURITY, EXTENSION OF TIME, CHANGE IN NATURE OR FORM OF THE GUARANTEED
OBLIGATIONS, ACCEPTANCE OF SECURITY, RELEASE OF SECURITY, COMPOSITION OR
AGREEMENT ARRIVED AT AS TO THE AMOUNT OF, OR THE TERMS OF, THE GUARANTEED
OBLIGATIONS, NOTICE OF ADVERSE CHANGE IN COUNTERPARTY'S FINANCIAL CONDITION, OR
ANY OTHER FACT WHICH MIGHT MATERIALLY INCREASE THE RISK TO GUARANTOR HEREUNDER)
WITH RESPECT TO THE GUARANTEED OBLIGATIONS WHICH ARE NOT SPECIFICALLY
REQUIRED TO BE GIVEN BY BENEFICIARY TO GUARANTOR IN THE GUARANTEED AGREEMENTS,
AND ANY OTHER DEMANDS WHATSOEVER WHICH ARE NOT SPECIFICALLY REQUIRED TO BE GIVEN
BY BENEFICIARY TO GUARANTOR IN THE GUARANTEED AGREEMENTS, AND WAIVES THE BENEFIT
OF ALL PROVISIONS OF LAW WHICH ARE IN CONFLICT WITH THE TERMS OF THIS GUARANTY;
PROVIDED, HOWEVER, BENEFICIARY AGREES THAT ALL DEMANDS UNDER THIS GUARANTY SHALL
BE IN WRITING AND SHALL SPECIFY IN WHAT MANNER AND WHAT AMOUNT COUNTERPARTY HAS
FAILED TO PAY OR PERFORM AND AN EXPLANATION OF WHY SUCH PAYMENT IS DUE, WITH A
SPECIFIC STATEMENT THAT BENEFICIARY IS CALLING UPON GUARANTOR TO PAY OR PERFORM
UNDER THIS GUARANTY.
ANY PAYMENT DEMAND SHALL ALSO INCLUDE THE BANK ACCOUNT AND
WIRE TRANSFER INFORMATION TO WHICH THE FUNDS SHOULD BE WIRE TRANSFERRED;
4.3.
THE GUARANTOR HEREBY IRREVOCABLY,
UNCONDITIONALLY AND EXPRESSLY WAIVES PROMPTNESS, DILIGENCE, NOTICE OF ACCEPTANCE
AND ANY OTHER NOTICE WITH RESPECT TO ANY OF THE GUARANTEED OBLIGATIONS AND THE
DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF THIS GUARANTY AND
ANY REQUIREMENT THAT BENEFICIARY PROTECT, SECURE OR PERFECT ANY SECURITY
INTEREST OR EXHAUST ANY RIGHT OR FIRST PROCEED AGAINST COUNTERPARTY OR ANY OTHER
PERSON OR ANY OTHER SECURITY OR GUARANTY;
4.4.
GUARANTOR IRREVOCABLY, UNCONDITIONALLY AND
EXPRESSLY WAIVES (I) ANY RIGHT IT MAY HAVE TO BRING A CASE OR PROCEEDING AGAINST
COUNTERPARTY BY REASON OF GUARANTOR'S PERFORMANCE UNDER THIS GUARANTY OR WITH
RESPECT TO ANY OTHER OBLIGATION OF COUNTERPARTY TO GUARANTOR, UNDER ANY STATE OR
FEDERAL BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS FOR
THE RELIEF OF DEBTORS OR OTHERWISE; (II) ANY SUBROGATION TO THE RIGHTS OF
BENEFICIARY AGAINST COUNTERPARTY AND ANY OTHER CLAIM AGAINST COUNTERPARTY WHICH
ARISES AS A RESULT