CLAIMS OF
THE BANK; AND/OR
(G)
APPLY ANY SUMS BY WHOMEVER PAID OR HOWEVER
REALIZED TO ANY AMOUNTS OWING BY THE GUARANTOR OR ANY CREDIT PARTY TO THE BANK
IN SUCH MANNER AS THE BANK IS PERMITTED TO DO SO UNDER THE LOAN DOCUMENTS;
and the Bank shall not incur any liability to the Guarantor as a result thereof,
and no such action shall impair or release the Guaranteed Obligations of the
Guarantor 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 THE GUARANTOR OR ANY OTHER CREDIT PARTY FOR LIQUIDATION OR
REORGANIZATION, SHOULD THE GUARANTOR OR ANY OTHER CREDIT PARTY 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
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PART THEREOF, IS, PURSUANT TO APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR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 THE BANK, 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THEREOF, IS RESCINDED, REDUCED, RESTORED OR RETURNED, THE GUARANTEED OBLIGATIONS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RESCINDED, REDUCED, RESTORED OR RETURNED.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
WAIVER OF SUBROGATION, ETC.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS GUARANTY, OR IN ANY OTHER LOAN DOCUMENT,
THE
GUARANTOR HEREBY:
(A)
EXPRESSLY AND IRREVOCABLY WAIVES, ON BEHALF
OF ITSELF AND ITS SUCCESSORS AND ASSIGNS (INCLUDING ANY SURETY), 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 THE GUARANTOR MAY HAVE OR HEREAFTER
ACQUIRE AGAINST ANY CREDIT PARTY IN CONNECTION WITH OR AS A RESULT OF THE
GUARANTOR'S EXECUTION, DELIVERY AND/OR PERFORMANCE OF THIS GUARANTY, OR ANY
OTHER DOCUMENTS TO WHICH THE GUARANTOR IS A PARTY OR OTHERWISE; AND
(B)
ACKNOWLEDGES AND AGREES (I) THAT THIS WAIVER
IS INTENDED TO BENEFIT THE BANK AND SHALL NOT LIMIT OR OTHERWISE EFFECT THE
GUARANTOR'S LIABILITY HEREUNDER OR THE ENFORCEABILITY OF THIS GUARANTY, AND (II)
THAT THE BANK AND ITS 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 THE BANK MAY,
UNDER APPLICABLE LAW,