action shall impair or release the Guaranteed Obligations
of Guarantors or any of them under this Guaranty.
2.7.
REINSTATEMENT.
THIS GUARANTY SHALL REMAIN IN
FULL FORCE AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED
BY OR AGAINST ANY CREDIT PARTY OR ANY GUARANTOR FOR LIQUIDATION OR
REORGANIZATION, SHOULD ANY CREDIT PARTY OR ANY GUARANTOR BECOME INSOLVENT OR
MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR SHOULD A RECEIVER OR TRUSTEE
BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF SUCH CREDIT PARTY'S OR SUCH
GUARANTOR'S ASSETS, AND SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE
CASE MAY BE, IF AT ANY TIME PAYMENT AND PERFORMANCE OF THE GUARANTEED
OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR
REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR RETURNED BY AGENT OR ANY
4
LENDER, WHETHER AS A "VOIDABLE PREFERENCE," "FRAUDULENT CONVEYANCE," OR
OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE HAD NOT BEEN MADE.
IN THE
EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS RESCINDED, REDUCED, RESTORED OR
RETURNED, THE GUARANTEED OBLIGATIONS SHALL BE REINSTATED AND DEEMED REDUCED ONLY
BY SUCH AMOUNT PAID AND NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.
2.8.
DEFERRAL OF SUBROGATION, ETC.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS GUARANTY, OR IN ANY OTHER LOAN DOCUMENT, EACH
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
SUCH GUARANTOR MAY HAVE OR HEREAFTER ACQUIRE AGAINST ANY CREDIT PARTY IN
CONNECTION WITH OR AS A RESULT OF SUCH GUARANTOR'S EXECUTION, DELIVERY AND/OR
PERFORMANCE OF THIS GUARANTY, OR ANY OTHER DOCUMENTS TO WHICH SUCH GUARANTOR IS
A PARTY OR OTHERWISE; AND
(B)
ACKNOWLEDGES AND AGREES (I) THAT THIS WAIVER
IS INTENDED TO BENEFIT AGENT AND LENDERS AND SHALL NOT LIMIT OR OTHERWISE EFFECT
ANY GUARANTOR'S LIABILITY HEREUNDER OR THE ENFORCEABILITY OF THIS GUARANTY, AND
(II) THAT AGENT, LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS ARE
INTENDED THIRD PARTY BENEFICIARIES OF THE WAIVERS AND AGREEMENTS SET FORTH IN
THIS SECTION 2.8 AND THEIR RIGHTS UNDER THIS SECTION 2.8 SHALL SURVIVE PAYMENT
IN FULL OF THE GUARANTEED OBLIGATIONS.
2.9.
ELECTION OF REMEDIES.
IF AGENT MAY, UNDER
APPLICABLE LAW, PROCEED TO REALIZE BENEFITS UNDER ANY OF THE LOAN DOCUMENTS
GIVING AGENT AND LENDERS A LIEN UPON ANY COLLATERAL OWNED BY ANY CREDIT PARTY,
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