THOUGH SUCH PAYMENT OR
4
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PART THEREOF, IS RESCINDED, REDUCED, RESTORED OR RETURNED, THE GUARANTEED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NOT SO RESCINDED, REDUCED, RESTORED OR RETURNED.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 AND REMEDIES, AGENT SHALL
FORFEIT ANY OF ITS RIGHTS OR REMEDIES, INCLUDING ITS RIGHT TO ENTER A DEFICIENCY
JUDGMENT AGAINST ANY CREDIT PARTY, WHETHER BECAUSE OF ANY APPLICABLE LAWS
PERTAINING TO "ELECTION OF REMEDIES" OR THE LIKE, GUARANTOR HEREBY CONSENTS TO
SUCH ACTION BY AGENT AND WAIVE ANY CLAIM BASED UPON SUCH ACTION, EVEN IF SUCH
ACTION BY AGENT SHALL RESULT IN A FULL OR PARTIAL LOSS OF ANY RIGHTS OF
SUBROGATION WHICH GUARANTOR MIGHT OTHERWISE HAVE HAD BUT FOR SUCH ACTION BY
AGENT. ANY ELECTION OF REMEDIES WHICH RESULTS IN THE DENIAL OR IMPAIRMENT OF THE
RIGHT OF AGENT TO SEEK A DEFICIENCY JUDGMENT AGAINST ANY CREDIT PARTY SHALL NOT
IMPAIR GUARANTOR'S OBLIGATION TO PAY THE FULL AMOUNT OF THE GUARANTEED
OBLIGATIONS. IN THE EVENT AGENT SHALL BID AT ANY FORECLOSURE OR TRUSTEE'S