WITH FULL KNOWLEDGE OF ITS SIGNIFICANCE AND CONSEQUENCES, WITH THE
UNDERSTANDING THAT EVENTS GIVING RISE TO ANY DEFENSE OR RIGHT WAIVED MAY
DIMINISH, DESTROY OR OTHERWISE ADVERSELY AFFECT RIGHTS WHICH SUCH GUARANTOR
OTHERWISE MAY HAVE AGAINST THE COMPANY, ANY CREDITOR PARTY OR ANY OTHER PERSON
OR ENTITY OR AGAINST ANY COLLATERAL.
IF, NOTWITHSTANDING THE INTENT OF THE
PARTIES THAT THE TERMS OF THIS GUARANTY SHALL CONTROL IN ANY AND ALL
CIRCUMSTANCES, ANY SUCH WAIVERS OR CONSENTS ARE DETERMINED TO BE UNENFORCEABLE
UNDER APPLICABLE LAW, SUCH WAIVERS AND CONSENTS SHALL BE EFFECTIVE TO THE
MAXIMUM EXTENT PERMITTED BY LAW.
SEVERABILITY.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY PROVISION OF THIS
GUARANTY WHICH IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY
SUCH PROHIBITION OR UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR
RENDER UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
AMENDMENTS, WAIVERS.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS GUARANTY
NOR CONSENT TO ANY DEPARTURE BY THE UNDERSIGNED THEREFROM SHALL IN ANY EVENT BE
EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING EXECUTED BY EACH OF THE
UNDERSIGNED DIRECTLY AFFECTED BY SUCH AMENDMENT AND/OR WAIVER AND THE AGENT.
NOTICE.
ALL NOTICES, REQUESTS AND DEMANDS TO OR UPON THE UNDERSIGNED, SHALL BE
IN WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN OR MADE (A) WHEN
DELIVERED, IF BY HAND, (B) THREE (3) DAYS AFTER BEING SENT, POSTAGE PREPAID, IF
BY REGISTERED OR CERTIFIED MAIL, (C) WHEN CONFIRMED ELECTRONICALLY, IF BY
FACSIMILE, OR (D) WHEN DELIVERED, IF BY A RECOGNIZED OVERNIGHT DELIVERY
7
SERVICE IN EACH EVENT, TO THE NUMBERS AND/OR ADDRESS SET FORTH BENEATH THE
SIGNATURE OF THE UNDERSIGNED.
SUCCESSORS.
EACH CREDITOR PARTY MAY, FROM TIME TO TIME, WITHOUT NOTICE TO THE
UNDERSIGNED, SELL, ASSIGN, TRANSFER OR OTHERWISE DISPOSE OF ALL OR ANY PART OF
THE OBLIGATIONS AND/OR RIGHTS UNDER THIS GUARANTY.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH CREDITOR PARTY MAY ASSIGN, OR GRANT
PARTICIPATIONS TO, ONE OR MORE BANKS, FINANCIAL INSTITUTIONS OR OTHER ENTITIES
ALL OR ANY PART OF ANY OF THE OBLIGATIONS.
IN EACH SUCH EVENT, THE CREDITOR
PARTIES, THEIR AFFILIATES AND EACH AND EVERY IMMEDIATE AND SUCCESSIVE PURCHASER,
ASSIGNEE, TRANSFEREE OR HOLDER OF ALL OR ANY PART OF THE OBLIGATIONS SHALL HAVE
THE RIGHT TO ENFORCE THIS GUARANTY, BY LEGAL ACTION OR OTHERWISE, FOR ITS OWN
BENEFIT AS FULLY AS IF SUCH PURCHASER, ASSIGNEE, TRANSFEREE OR HOLDER WERE
HEREIN BY NAME SPECIFICALLY GIVEN SUCH RIGHT.
THE CREDITOR PARTIES SHALL HAVE
AN UNIMPAIRED RIGHT TO ENFORCE THIS GUARANTY FOR ITS BENEFIT WITH RESPECT TO
THAT PORTION OF THE OBLIGATIONS WHICH THE CREDITOR PARTIES HAVE NOT DISPOSED OF,
SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED.
JOINDER.
IT IS UNDERSTOOD AND AGREED THAT ANY PERSON OR ENTITY THAT DESIRES TO
BECOME A GUARANTOR HEREUNDER, OR IS REQUIRED TO EXECUTE A COUNTERPART OF THIS
GUARANTY AFTER THE DATE HEREOF PURSUANT TO THE REQUIREMENTS OF ANY DOCUMENT,