GUARANTOR WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING ITS LIABILITY HEREUNDER OR THE
ENFORCEMENT THEREOF.
ANY PAYMENT BY THE BORROWER OR OTHER CIRCUMSTANCES THAT
OPERATE TO TOLL ANY STATUTE OF LIMITATIONS AS TO THE BORROWER SHALL OPERATE TO
TOLL THE STATUTE OF LIMITATIONS AS TO EACH GUARANTOR.
SECTION 8.5
AUTHORIZATION.
EACH GUARANTOR AUTHORIZES EACH OF THE SECURED
CREDITORS WITHOUT NOTICE OR DEMAND (EXCEPT AS SHALL BE REQUIRED BY APPLICABLE
STATUTE AND CANNOT BE WAIVED), AND WITHOUT AFFECTING OR IMPAIRING ITS LIABILITY
HEREUNDER, FROM TIME TO TIME TO (A) RENEW, COMPROMISE, EXTEND, INCREASE,
ACCELERATE OR OTHERWISE CHANGE THE TIME FOR PAYMENT OF, OR OTHERWISE CHANGE THE
TERMS OF, THE OBLIGATIONS OR ANY PART THEREOF IN ACCORDANCE WITH THIS AGREEMENT,
INCLUDING ANY INCREASE OR DECREASE OF THE RATE OF INTEREST THEREON; (B) TAKE AND
HOLD SECURITY FROM ANY GUARANTOR OR ANY OTHER PERSON FOR THE PAYMENT OF THIS
GUARANTY OR THE OBLIGATIONS AND EXCHANGE, ENFORCE, WAIVE OR RELEASE ANY SUCH
SECURITY; (C) APPLY SUCH SECURITY AND DIRECT THE ORDER OR MANNER OF SALE THEREOF
AS THE SECURED CREDITORS IN THEIR DISCRETION MAY DETERMINE; AND (D) RELEASE OR
SUBSTITUTE ANY ONE OR MORE ENDORSERS, GUARANTORS, THE BORROWER OR OTHER
OBLIGORS.
SECTION 8.6
RELIANCE.
IT IS NOT NECESSARY FOR ANY OF THE SECURED CREDITORS TO
INQUIRE INTO THE CAPACITY OR POWERS OF THE BORROWER OR THE OFFICERS, DIRECTORS,
PARTNERS OR AGENTS ACTING OR PURPORTING TO ACT ON ITS BEHALF, AND ANY
OBLIGATIONS MADE OR CREATED IN RELIANCE UPON THE PROFESSED EXERCISE OF SUCH
POWERS SHALL BE GUARANTEED HEREUNDER.
SECTION 8.7
SUBORDINATION.
ANY INDEBTEDNESS OF THE BORROWER NOW OR HEREAFTER
HELD BY ANY GUARANTOR IS HEREBY SUBORDINATED TO THE OBLIGATIONS OF THE BORROWER
TO THE SECURED CREDITORS.
IF THE AGENT, AFTER AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, SO REQUESTS, THEN SUCH INDEBTEDNESS OF THE BORROWER TO SUCH
GUARANTOR SHALL BE COLLECTED, ENFORCED AND RECEIVED BY SUCH GUARANTOR AS TRUSTEE
FOR THE SECURED CREDITORS AND BE PAID OVER TO THE SECURED CREDITORS ON ACCOUNT
OF THE OBLIGATIONS OF THE BORROWER TO THE SECURED CREDITORS, BUT WITHOUT
AFFECTING OR IMPAIRING IN ANY MANNER THE LIABILITY OF SUCH GUARANTOR UNDER THE
OTHER PROVISIONS OF THIS GUARANTY.
PRIOR TO THE TRANSFER BY ANY GUARANTOR OF
ANY NOTE OR NEGOTIABLE INSTRUMENT EVIDENCING ANY INDEBTEDNESS OF THE BORROWER TO
SUCH GUARANTOR, SUCH GUARANTOR SHALL MARK SUCH NOTE OR NEGOTIABLE INSTRUMENT
WITH A LEGEND THAT THE SAME IS SUBJECT TO THIS SUBORDINATION.
SECTION 8.8
WAIVER.
(A)
EACH GUARANTOR WAIVES ANY RIGHT (EXCEPT AS SHALL REQUIRED BY
APPLICABLE STATUTE AND CANNOT BE WAIVED) TO REQUIRE THE SECURED CREDITORS TO
(A) PROCEED AGAINST THE BORROWER, ANY GUARANTOR OR ANY OTHER PERSON; (B) PROCEED
AGAINST OR EXHAUST ANY SECURITY GRANTED BY THE BORROWER, ANY OTHER GUARANTOR OR
ANY OTHER PERSON; OR (C) PURSUE ANY OTHER REMEDY IN THE SECURED CREDITORS' POWER
WHATSOEVER.
EACH GUARANTOR WAIVES ANY DEFENSE BASED ON OR ARISING OUT OF ANY
DEFENSE OF THE BORROWER, ANY OTHER GUARANTOR OR ANY