REINSTATEMENT. THIS GUARANTY SHALL REMAIN IN
FULL FORCE AND EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED,
SUBSEQUENT TO THE EXECUTION HEREOF, BY OR AGAINST ANY CREDIT PARTY OR GUARANTOR
FOR LIQUIDATION OR REORGANIZATION, SHOULD ANY CREDIT PARTY OR GUARANTOR 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 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PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR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 LENDER, WHETHER AS A
"VOIDABLE PREFERENCE," "FRAUDULENT CONVEYANCE," OR OTHERWISE, ALL AS THOUGH
4
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ANY PART THEREOF, IS RESCINDED, REDUCED, RESTORED OR RETURNED, THE GUARANTEED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NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.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,
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
GUARANTOR MAY HAVE OR HEREAFTER ACQUIRE AGAINST ANY CREDIT PARTY IN CONNECTION
WITH OR AS A RESULT OF GUARANTOR'S EXECUTION, DELIVERY AND/OR PERFORMANCE OF
THIS GUARANTY, OR ANY OTHER DOCUMENTS TO WHICH 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
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 UNTIL THE TERMINATION DATE.
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 WITHOUT AFFECTING ANY OF SUCH RIGHTS AND REMEDIES UNDER THIS
GUARANTY. IF, IN THE EXERCISE OF ANY OF ITS RIGHTS