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 HAS BEEN PAID.
EACH OF THE GUARANTORS WAIVES ANY
DEFENSE ARISING OUT OF ANY SUCH ELECTION BY EACH OF AGENT AND EACH OF THE
LENDERS, 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, WITHOUT LIMITATION, 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
GUARANTOR 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.
73
(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 TO EXERCISE ANY RIGHT TO ENFORCE ANY OTHER REMEDY WHICH ANY
SECURED PARTY NOW HAVE OR MAY HEREAFTER HAVE AGAINST ANY OTHER PARTY, ANY
ENDORSER OR ANY OTHER GUARANTOR OF ALL OR ANY PART OF THE SECURED OBLIGATIONS
AND ANY BENEFIT OF, AND ANY RIGHT TO PARTICIPATE IN, ANY SECURITY OR COLLATERAL
GIVEN TO OR FOR THE BENEFIT OF ANY SECURED PARTY TO SECURE PAYMENT OF THE
SECURED OBLIGATIONS