such action shall impair or release the Guaranteed Obligations
of Guarantor or any of them under this Guaranty.
2.7
REINSTATEMENT.
THIS GUARANTY SHALL REMAIN IN FULL FORCE AND
EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST
ANY CREDIT PARTY OR GUARANTOR FOR LIQUIDATION OR REORGANIZATION, SHOULD ANY
CREDIT PARTY OR GUARANTOR BECOME INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT
OF CREDITORS OR SHOULD A RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY
SIGNIFICANT PART OF SUCH CREDIT PARTY'S OR SUCH GUARANTOR'S ASSETS, AND SHALL
CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME
PAYMENT AND PERFORMANCE OF THE GUARANTEED OBLIGATIONS, OR ANY PART THEREOF, IS,
PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE
RESTORED OR RETURNED BY AGENT OR ANY LENDER, WHETHER AS A "VOIDABLE PREFERENCE",
"FRAUDULENT CONVEYANCE", OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE
HAD NOT BEEN MADE.
IN THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS
RESCINDED, REDUCED, RESTORED OR RETURNED, THE GUARANTEED OBLIGATIONS SHALL BE
REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT SO RESCINDED,
REDUCED, RESTORED OR RETURNED.
2.8
DEFERRAL OF SUBROGATION, ETC.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS GUARANTY, OR IN ANY OTHER LOAN DOCUMENT, GUARANTOR HEREBY:
(A)
EXPRESSLY AND IRREVOCABLY WAIVES, ON BEHALF OF ITSELF AND ITS
SUCCESSORS AND ASSIGNS (INCLUDING ANY SURETY) UNTIL THE TERMINATION DATE, ANY
AND ALL RIGHTS AT LAW OR IN EQUITY TO SUBROGATION, TO REIMBURSEMENT, TO
EXONERATION, TO CONTRIBUTION, TO INDEMNIFICATION, TO SET OFF OR TO ANY OTHER
RIGHTS THAT COULD ACCRUE TO A SURETY AGAINST A PRINCIPAL, TO A GUARANTOR AGAINST
A PRINCIPAL, TO A GUARANTOR AGAINST A MAKER OR OBLIGOR, TO AN ACCOMMODATION
PARTY AGAINST THE PARTY ACCOMMODATED, TO A HOLDER OR TRANSFEREE AGAINST A MAKER,
OR TO THE HOLDER OF ANY CLAIM AGAINST ANY PERSON, AND WHICH SUCH GUARANTOR MAY
HAVE OR HEREAFTER ACQUIRE AGAINST ANY CREDIT PARTY IN CONNECTION WITH OR AS A
RESULT OF SUCH GUARANTOR'S EXECUTION, DELIVERY AND/OR PERFORMANCE OF THIS
GUARANTY, OR ANY OTHER DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY OR
OTHERWISE; AND
(B)
ACKNOWLEDGES AND AGREES (I) THAT THIS WAIVER IS INTENDED TO
BENEFIT AGENT AND LENDERS AND SHALL NOT LIMIT OR OTHERWISE AFFECT GUARANTOR'S
LIABILITY HEREUNDER OR THE ENFORCEABILITY OF THIS GUARANTY, AND (II) THAT AGENT,
LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED UNDER THE CREDIT
AGREEMENT ARE INTENDED THIRD PARTY BENEFICIARIES OF THE WAIVERS AND AGREEMENTS
SET FORTH IN THIS SECTION 2.8 AND THEIR RIGHTS UNDER THIS SECTION 2.8 SHALL
SURVIVE PAYMENT IN FULL OF THE GUARANTEED OBLIGATIONS.
2.9
ELECTION OF REMEDIES.
IF AGENT MAY, UNDER APPLICABLE LAW,
PROCEED TO REALIZE BENEFITS UNDER ANY OF THE LOAN DOCUMENTS GIVING AGENT AND
LENDERS A LIEN UPON ANY COLLATERAL OWNED BY ANY CREDIT PARTY, EITHER BY JUDICIAL
FORECLOSURE OR BY NON-JUDICIAL SALE OR ENFORCEMENT, AGENT MAY, AT ITS SOLE
OPTION, DETERMINE WHICH OF SUCH REMEDIES OR RIGHTS IT MAY PURSUE