THE EXPIRATION OF ANY APPLICABLE VOIDABLE PREFERENCE PERIOD UNDER THE
FEDERAL BANKRUPTCY LAWS), THE GUARANTOR HEREBY WAIVES AND RELEASES ANY AND ALL
RIGHTS AND CLAIMS IT MAY NOW OR HEREAFTER HAVE OR ACQUIRE AGAINST THE BORROWER
THAT WOULD CONSTITUTE IT A "CREDITOR" OF THE BORROWER FOR PURPOSES OF THE
FEDERAL BANKRUPTCY LAWS, INCLUDING ALL RIGHTS OF SUBROGATION AGAINST THE
BORROWER AND ITS PROPERTY AND ALL RIGHTS OF INDEMNIFICATION, CONTRIBUTION AND
REIMBURSEMENT FROM THE BORROWER AND ITS PROPERTY, REGARDLESS OF WHETHER SUCH
RIGHTS ARISE IN CONNECTION WITH THIS GUARANTY, BY OPERATION OF LAW, PURSUANT TO
CONTRACT OR OTHERWISE.
12.
REMEDIES UPON DEFAULT.
A.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT, IN ADDITION TO ANY OTHER RIGHTS AND
REMEDIES WHICH THE AGENT AND/OR THE LENDERS MAY HAVE HEREUNDER OR AT LAW, AND
NOT IN LIMITATION THEREOF, THE AGENT MAY, WITHOUT NOTICE TO OR DEMAND UPON THE
BORROWER OR THE GUARANTOR, DECLARE ANY GUARANTEED OBLIGATIONS IMMEDIATELY DUE
AND PAYABLE, AND SHALL BE ENTITLED TO ENFORCE THE OBLIGATIONS OF THE GUARANTOR
HEREUNDER.
B.
THE AGENT'S RIGHTS UNDER THIS GUARANTY
SHALL BE IN ADDITION TO, AND NOT IN LIMITATION OF, ALL OF THE RIGHTS AND
REMEDIES OF THE AGENT AND/OR THE LENDERS UNDER THE LOAN DOCUMENTS.
ALL RIGHTS
AND REMEDIES OF THE AGENT AND/OR THE LENDERS SHALL BE CUMULATIVE AND MAY BE
EXERCISED IN SUCH MANNER AND COMBINATION AS THE AGENT AND/OR THE LENDERS,
RESPECTIVELY, MAY DETERMINE.
13.
SET-OFF.
AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF ANY EVENT OF DEFAULT, AND ACCOUNTS, DEPOSITS, BALANCES OR
OTHER SUMS CREDITED BY OR DUE FROM THE AGENT, ANY AFFILIATE OF THE AGENT OR ANY
OF THE LENDERS, OR FROM ANY AFFILIATE OF ANY OF THE LENDERS, TO THE GUARANTOR
MAY TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW AT ANY TIME OR FROM
TIME TO TIME, WITHOUT REGARD TO THE EXISTENCE, SUFFICIENCY OR ADEQUACY OF ANY
OTHER
8
COLLATERAL, AND WITHOUT NOTICE OR COMPLIANCE WITH ANY OTHER CONDITION PRECEDENT
NOW OR HEREAFTER IMPOSED BY STATUTE, RULE OF LAW OR OTHERWISE, ALL OF WHICH ARE
HEREBY WAIVED TO THE FULLEST EXTENT PERMITTED BY LAW, BE SET OFF, APPROPRIATED
AND APPLIED BY THE AGENT AGAINST ANY OR ALL OF THE GUARANTEED OBLIGATIONS
IRRESPECTIVE OF WHETHER DEMAND SHALL HAVE BEEN MADE, IN SUCH MANNER AS THE AGENT
IN ITS SOLE AND ABSOLUTE DISCRETION MAY DETERMINE.
WITHIN THREE (3) BUSINESS
DAYS OF MAKING ANY SUCH SET OFF, APPROPRIATION OR APPLICATION, THE AGENT AGREES
TO NOTIFY GUARANTOR THEREOF, PROVIDED THE FAILURE TO GIVE SUCH NOTICE SHALL NOT
AFFECT THE VALIDITY OF SUCH SET OFF OR APPROPRIATION OR APPLICATION.
ANY AND
ALL RIGHTS TO REQUIRE THE AGENT OR ANY OF THE LENDERS TO EXERCISE ITS RIGHTS OR
REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LOAN, PRIOR TO
EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH ACCOUNTS, DEPOSITS, CREDITS
OR OTHER PROPERTY OF THE GUARANTOR, ARE HEREBY KNOWINGLY, VOLUNTARILY AND
IRREVOCABLY WAIVED.
14.
STATUTE OF LIMITATIONS. ANY ACKNOWLEDGMENT
OR NEW PROMISE, WHETHER BY