OR IN PART, TO A TIME CERTAIN OR OTHERWISE, AND MAY BE RENEWED OR
ACCELERATED, IN WHOLE OR IN PART; (D) THE BORROWER AND ANY OTHER PARTY LIABLE
FOR PAYMENT UNDER THE LOAN DOCUMENTS MAY BE GRANTED INDULGENCES GENERALLY; (E)
ANY OF THE PROVISIONS OF THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE
MODIFIED, AMENDED OR WAIVED; (F) ANY PARTY (INCLUDING ANY CO-GUARANTOR) LIABLE
FOR THE PAYMENT THEREOF MAY BE GRANTED INDULGENCES OR BE RELEASED; AND (G) ANY
DEPOSIT BALANCE FOR THE CREDIT OF THE BORROWER OR ANY OTHER PARTY LIABLE FOR THE
PAYMENT OF THE GUARANTEED OBLIGATIONS OR LIABLE UPON ANY SECURITY THEREFOR MAY
BE RELEASED, IN WHOLE OR IN PART, AT, BEFORE OR AFTER THE STATED, EXTENDED OR
ACCELERATED MATURITY OF THE GUARANTEED OBLIGATIONS, ALL WITHOUT NOTICE TO OR
FURTHER ASSENT BY SUCH GUARANTOR, WHICH SHALL REMAIN BOUND THEREON,
NOTWITHSTANDING ANY SUCH EXCHANGE, COMPROMISE, SURRENDER, EXTENSION, RENEWAL,
ACCELERATION, MODIFICATION, INDULGENCE OR RELEASE.
EACH GUARANTOR HEREBY
APPOINTS THE BORROWER AS ITS AGENT TO EXECUTE AND DELIVER ANY AMENDMENTS TO OR
MODIFICATIONS OR WAIVERS OF THE LOAN DOCUMENTS, AND THE AGENT AND THE LENDERS
MAY RELY ON SUCH APPOINTMENT UNTIL SUCH TIME AS A GUARANTOR ADVISES THE AGENT
AND THE LENDERS IN WRITING THAT THE BORROWER IS NO LONGER AUTHORIZED TO SO ACT
AS ITS AGENT.
§18.4.
WAIVER OF RIGHTS.
EACH GUARANTOR EXPRESSLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (A) NOTICE OF ACCEPTANCE OF THIS
GUARANTY BY THE LENDERS AND OF ALL EXTENSIONS OF CREDIT TO THE BORROWER BY THE
LENDERS; (B) PRESENTMENT AND DEMAND FOR PAYMENT OR PERFORMANCE OF ANY OF THE
GUARANTEED OBLIGATIONS; (C) PROTEST AND NOTICE OF DISHONOR OR OF DEFAULT (EXCEPT
AS SPECIFICALLY REQUIRED IN THIS AGREEMENT) WITH RESPECT TO THE GUARANTEED
OBLIGATIONS OR WITH RESPECT TO ANY SECURITY THEREFOR: (D) NOTICE OF THE LENDERS
OBTAINING, AMENDING, SUBSTITUTING FOR, RELEASING, WAIVING OR MODIFYING ANY
SECURITY INTEREST, LIEN OR ENCUMBRANCE, IF ANY, HEREAFTER SECURING THE
GUARANTEED OBLIGATIONS, OR THE LENDERS' SUBORDINATING, COMPROMISING, DISCHARGING
OR RELEASING SUCH SECURITY INTERESTS, LIENS OR ENCUMBRANCES, IF ANY; (E) ALL
OTHER NOTICES TO WHICH SUCH GUARANTOR MIGHT OTHERWISE BE ENTITLED; AND (F)
DEMAND FOR PAYMENT UNDER THIS GUARANTY.
§18.5.
REINSTATEMENT.
THE OBLIGATIONS OF THE GUARANTORS UNDER
THIS §18 SHALL BE AUTOMATICALLY REINSTATED IF AND TO THE EXTENT THAT FOR ANY
REASON ANY PAYMENT BY OR ON BEHALF OF ANY PERSON IN RESPECT OF THE GUARANTEED
OBLIGATIONS IS RESCINDED OR MUST BE OTHERWISE RESTORED BY ANY HOLDER OF ANY OF
THE GUARANTEED OBLIGATIONS, WHETHER AS A RESULT OF ANY PROCEEDINGS IN BANKRUPTCY
OR REORGANIZATION OR OTHERWISE, AND EACH GUARANTOR AGREES THAT IT WILL INDEMNIFY
THE
66
AGENT AND EACH LENDER ON DEMAND FOR ALL REASONABLE COSTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE FEES OF COUNSEL) INCURRED BY THE
AGENT OR SUCH LENDER IN CONNECTION WITH SUCH RESCISSION OR RESTORATION,
INCLUDING ANY SUCH COSTS AND EXPENSES INCURRED IN DEFENDING AGAINST ANY CLAIM
ALLEGING THAT SUCH PAYMENT CONSTITUTED A PREFERENCE, FRAUDULENT TRANSFER OR
SIMILAR PAYMENT UNDER ANY BANKRUPTCY,