SO RESCINDED,
REDUCED, RESTORED OR RETURNED.
4
2.8
WAIVER OF SUBROGATION, ETC.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS GUARANTY OR IN ANY OTHER TRANSACTION AGREEMENT, THE 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 THE GUARANTOR MAY
HAVE OR HEREAFTER ACQUIRE AGAINST ANY MEMBER OF THE COMPANY GROUP IN CONNECTION
WITH OR AS A RESULT OF THE GUARANTOR'S EXECUTION, DELIVERY AND/OR PERFORMANCE OF
THIS GUARANTY, OR ANY OTHER DOCUMENTS TO WHICH THE GUARANTOR IS A PARTY OR
OTHERWISE; AND
(B)
ACKNOWLEDGES AND AGREES (I) THAT THIS WAIVER IS INTENDED TO
BENEFIT AGENT AND THE OTHER OBLIGEES AND SHALL NOT LIMIT OR OTHERWISE EFFECT THE
GUARANTOR'S LIABILITY HEREUNDER OR THE ENFORCEABILITY OF THIS GUARANTY, AND (II)
THAT OBLIGEES ARE INTENDED THIRD PARTY BENEFICIARIES OF THE WAIVERS AND
AGREEMENTS SET FORTH IN THIS SECTION 2.8.
2.9
ELECTION OF REMEDIES.
IF AGENT MAY, UNDER APPLICABLE LAW,
PROCEED TO REALIZE BENEFITS UNDER ANY OF THE TRANSACTION AGREEMENTS GIVING AGENT
AND OBLIGEES A LIEN UPON ANY COLLATERAL OWNED BY ANY MEMBER OF THE COMPANY
GROUP, 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 WITHOUT AFFECTING ANY OF SUCH RIGHTS AND REMEDIES UNDER THIS GUARANTY.
IF, IN THE EXERCISE OF ANY OF ITS RIGHTS AND REMEDIES, AGENT SHALL FORFEIT ANY
OF ITS RIGHTS OR REMEDIES, INCLUDING ITS RIGHT TO ENTER A DEFICIENCY JUDGMENT
AGAINST ANY MEMBER OF THE COMPANY GROUP, WHETHER BECAUSE OF ANY APPLICABLE LAWS
PERTAINING TO "ELECTION OF REMEDIES" OR THE LIKE, THE GUARANTOR, TO THE FULLEST
EXTENT PERMITTED BY LAW, HEREBY CONSENTS TO SUCH ACTION BY AGENT AND WAIVES ANY
CLAIM BASED UPON SUCH ACTION, EVEN IF SUCH ACTION BY AGENT SHALL RESULT IN A
FULL OR PARTIAL LOSS OF ANY RIGHTS OF SUBROGATION WHICH THE GUARANTOR MIGHT
OTHERWISE HAVE HAD BUT FOR SUCH ACTION BY AGENT.
ANY ELECTION OF REMEDIES WHICH
RESULTS IN THE DENIAL OR IMPAIRMENT OF THE RIGHT OF AGENT TO SEEK A DEFICIENCY
JUDGMENT AGAINST ANY MEMBER OF THE COMPANY GROUP SHALL NOT IMPAIR THE
GUARANTOR'S OBLIGATION TO PAY THE FULL AMOUNT OF THE GUARANTEED OBLIGATIONS.
IN
THE EVENT AGENT SHALL BID AT ANY FORECLOSURE OR TRUSTEE'S SALE OR AT ANY PRIVATE
SALE PERMITTED BY LAW OR THE TRANSACTION AGREEMENTS, AGENT MAY BID ALL OR LESS
THAN THE AMOUNT OF THE GUARANTEED OBLIGATIONS.
2.10
CONTRIBUTION; SUBROGATION.
AT ANY TIME A PAYMENT IN RESPECT OF THE
GUARANTEED OBLIGATIONS