diligence, notice of acceptance, presentment, demand for
payment, protest, any requirement that any right or power be exhausted or any
action be taken against any Designated Subsidiary or against any other guarantor
of all or any portion of the Advances, and all other notices and demands
whatsoever.
(B)
THE COMPANY HEREBY WAIVES ANY RIGHT TO
REVOKE THIS GUARANTY, AND ACKNOWLEDGES THAT THIS GUARANTY IS CONTINUING IN
NATURE AND APPLIES TO ALL OBLIGATIONS, WHETHER EXISTING NOW OR IN THE FUTURE.
(C)
THE COMPANY HEREBY WAIVES ANY RIGHT TO BE
INFORMED BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF THE FINANCIAL CONDITION OF
ANY DESIGNATED SUBSIDIARY OR ANY OTHER GUARANTOR OF THE OBLIGATIONS OR ANY
CHANGE THEREIN OR ANY OTHER CIRCUMSTANCES BEARING UPON THE RISK OF NONPAYMENT OR
NONPERFORMANCE OF THE OBLIGATIONS.
(D)
THE COMPANY HEREBY WAIVES ANY RIGHT IT MAY
HAVE TO A FAIR VALUE HEARING TO DETERMINE THE SIZE OF A DEFICIENCY JUDGMENT
FOLLOWING ANY FORECLOSURE ON ANY SECURITY FOR THE OBLIGATIONS.
(E)
WITHOUT LIMITING THE SCOPE OF ANY OF THE
FOREGOING PROVISIONS OF THE SECTION 7.03, THE COMPANY HEREBY FURTHER WAIVES (I)
ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY AGENT OR ANY
LENDER, EVEN THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE
WITH RESPECT TO SECURITY FOR ANY OBLIGATION, HAS DESTROYED THE COMPANY'S RIGHTS
OF SUBROGATION AND REIMBURSEMENTS AGAINST ANY DESIGNATED SUBSIDIARY BY THE
OPERATION OF SECTION 580D OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR
OTHERWISE, (II) ALL RIGHTS AND DEFENSES THE COMPANY MAY HAVE BY REASON OF
PROTECTION AFFORDED TO ANY DESIGNATED SUBSIDIARY WITH RESPECT TO THE OBLIGATIONS
PURSUANT TO THE ANTIDEFICIENCY OR OTHER LAWS OF CALIFORNIA LIMITING OR
DISCHARGING THE OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, SECTION 580A, 580B,
580D OR 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, AND (III) ALL OTHER
RIGHTS AND DEFENSES AVAILABLE TO THE COMPANY BY REASON OF SECTIONS 2787 TO 2855,
INCLUSIVE, SECTION 2899 OR SECTION 3433 OF THE CALIFORNIA CIVIL CODE OR
SECTION 3605 OF THE CALIFORNIA COMMERCIAL CODE.
(F)
THE COMPANY IS FULLY AWARE OF THE
FINANCIAL CONDITION AND AFFAIRS OF EACH DESIGNATED SUBSIDIARY.
THE COMPANY HAS
EXECUTED THIS AGREEMENT WITHOUT RELIANCE UPON ANY REPRESENTATION, WARRANTY,
STATEMENT OR INFORMATION CONCERNING ANY DESIGNATED SUBSIDIARY FURNISHED TO THE
COMPANY BY THE ADMINISTRATIVE AGENT OR ANY LENDER AND HAS, INDEPENDENTLY, AND
WITHOUT RELIANCE ON THE
Administrative Agent or any Lender, and based upon such documents and
information as it has deemed appropriate, made its own appraisal of the
financial condition and affairs of each Designated Subsidiary and of other
circumstances affecting the risk of nonpayment or nonperformance of the
Obligations.
The Company is in a position to obtain and assumes full
responsibility for obtaining, any additional information about the financial
condition and affairs of each Designated Subsidiary and of other circumstances
affecting the risk of nonpayment or nonperformance of the Obligations and will,
independently and without reliance upon the Administrative Agent or any Lender,
and based on such documents and information as it shall deem