OF ANY DEFENSE, OTHER THAN PAYMENT IN FULL OF THE SECURED
OBLIGATIONS, BASED ON OR ARISING OUT OF THE DISABILITY OF BORROWER, ANY OTHER
GUARANTOR OR ANY OTHER PARTY, OR THE UNENFORCEABILITY OF THE INDEBTEDNESS OR ANY
PART THEREOF FROM ANY CAUSE, OR THE CESSATION FROM ANY CAUSE OF THE LIABILITY OF
BORROWER OTHER THAN PAYMENT IN FULL OF THE INDEBTEDNESS.
ANY SECURED PARTY MAY,
AT ITS ELECTION, FORECLOSE ON ANY SECURITY HELD BY IT BY ONE OR MORE JUDICIAL OR
NONJUDICIAL SALES, WHETHER OR NOT EVERY ASPECT OF ANY SUCH SALE IS COMMERCIALLY
REASONABLE (TO THE EXTENT SUCH SALE IS PERMITTED BY AND CONDUCTED IN ACCORDANCE
WITH APPLICABLE LAW), OR EXERCISE ANY OTHER RIGHT OR REMEDY ANY SECURED PARTY
MAY HAVE AGAINST BORROWER OR ANY OTHER PARTY, OR ANY SECURITY, WITHOUT AFFECTING
OR IMPAIRING IN ANY WAY THE LIABILITY OF ANY GUARANTOR HEREUNDER EXCEPT TO THE
EXTENT THE INDEBTEDNESS
87
HAS BEEN PAID.
EACH OF THE GUARANTORS WAIVES ANY DEFENSE ARISING OUT OF ANY
SUCH ELECTION BY ANY SECURED PARTY, EVEN THOUGH SUCH ELECTION OPERATES TO IMPAIR
OR EXTINGUISH ANY RIGHT OF REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT OR REMEDY
OF THE GUARANTORS AGAINST BORROWER OR ANY OTHER PARTY OR ANY SECURITY.
(II)
EACH OF THE GUARANTORS WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ALL PRESENTMENTS, DEMANDS FOR PERFORMANCE, PROTESTS AND NOTICES,
INCLUDING, NOTICES OF NONPERFORMANCE, NOTICE OF PROTEST, NOTICES OF DISHONOR,
NOTICES OF ACCEPTANCE OF THIS GUARANTY, AND NOTICES OF THE EXISTENCE, CREATION
OR INCURRING OF NEW OR ADDITIONAL INDEBTEDNESS.
EACH OF THE GUARANTORS ASSUMES
ALL RESPONSIBILITY FOR BEING AND KEEPING ITSELF INFORMED OF BORROWER'S FINANCIAL
CONDITION AND ASSETS, AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE RISK OF
NONPAYMENT OF THE OBLIGATIONS AND THE NATURE, SCOPE AND EXTENT OF THE RISKS
WHICH SUCH GUARANTOR ASSUMES AND INCURS HEREUNDER, AND AGREES THAT NONE OF THE
SECURED PARTIES SHALL HAVE ANY DUTY TO ADVISE SUCH GUARANTOR OF INFORMATION
KNOWN TO IT REGARDING SUCH CIRCUMSTANCES OR RISKS.
(III)
EACH OF THE GUARANTORS HEREBY AGREES IT WILL NOT EXERCISE, AND
IRREVOCABLY SUBORDINATES TO THE PRIOR PAYMENT IN FULL AND IN CASH OF THE SECURED
OBLIGATIONS (OTHER THAN CONTINGENT INDEMNITY, EXPENSE REIMBURSEMENT AND TAX
GROSS-UP PAYMENT FOR WHICH NO CLAIM HAS BEEN ASSERTED), ANY RIGHTS OF
SUBROGATION WHICH IT MAY AT ANY TIME OTHERWISE HAVE AS A RESULT OF THE
GUARANTIES PROVIDED IN THIS SUBSECTION 9.20 (WHETHER CONTRACTUAL, UNDER
SECTION 509 OF THE U.S. BANKRUPTCY CODE, OR OTHERWISE) TO THE CLAIMS OF ANY
SECURED PARTY AGAINST BORROWER OR ANY OTHER GUARANTOR OF THE SECURED OBLIGATIONS
(COLLECTIVELY, THE "OTHER PARTIES") AND ALL CONTRACTUAL, STATUTORY OR COMMON LAW
RIGHTS OF REIMBURSEMENT, CONTRIBUTION OR INDEMNITY FROM ANY OTHER PARTY WHICH IT
MAY AT ANY TIME OTHERWISE HAVE AS A RESULT OF THIS GUARANTY.
EACH OF THE
GUARANTORS HEREBY FURTHER AGREES UNTIL THE SECURED OBLIGATIONS HAVE BEEN PAID IN
FULL (OTHER THAN CONTINGENT INDEMNITY, EXPENSE REIMBURSEMENT AND TAX GROSS-UP
PAYMENT FOR WHICH NO CLAIM HAS BEEN ASSERTED) AND ALL LOAN COMMITMENTS
TERMINATED NOT