OR CONTINUING EFFECTIVENESS
HEREOF:
(A) AMEND, EXTEND, RENEW, COMPROMISE, DISCHARGE, ACCELERATE OR
OTHERWISE CHANGE THE TIME FOR PAYMENT OR THE TERMS OF THE GUARANTEED OBLIGATIONS
OR ANY PART THEREOF; (B) TAKE, HOLD, EXCHANGE, ENFORCE, WAIVE, RELEASE, FAIL TO
PERFECT, SELL, OR OTHERWISE DISPOSE OF ANY SECURITY FOR THE PAYMENT OF THIS
GUARANTY OR ANY GUARANTEED OBLIGATIONS; (C) APPLY SUCH SECURITY AND DIRECT THE
ORDER OR MANNER OF SALE THEREOF AS THE ADMINISTRATIVE AGENT AND THE OTHER
SECURED PARTIES IN THEIR SOLE DISCRETION MAY DETERMINE; AND (D) RELEASE OR
SUBSTITUTE ONE OR MORE OF ANY ENDORSERS OR OTHER GUARANTORS OF ANY OF THE
GUARANTEED OBLIGATIONS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
GUARANTOR CONSENTS TO THE TAKING OF, OR FAILURE TO TAKE, ANY ACTION WHICH MIGHT
IN ANY MANNER OR TO ANY EXTENT VARY THE RISKS OF THE GUARANTOR UNDER THIS
GUARANTY OR WHICH, BUT FOR THIS PROVISION, MIGHT OPERATE AS A DISCHARGE OF THE
GUARANTOR.
4.
CERTAIN WAIVERS.
THE GUARANTOR WAIVES (A) ANY DEFENSE ARISING BY
REASON OF ANY DISABILITY OR OTHER DEFENSE OF EITHER BORROWER OR ANY OTHER
GUARANTOR, OR THE CESSATION FROM ANY CAUSE WHATSOEVER (INCLUDING ANY ACT OR
OMISSION OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY) OF THE
LIABILITY OF EITHER BORROWER OTHER THAN PAYMENT IN FULL OF THE GUARANTEED
2
OBLIGATIONS; (B) ANY DEFENSE BASED ON ANY CLAIM THAT THE GUARANTOR'S OBLIGATIONS
EXCEED OR ARE MORE BURDENSOME THAN THOSE OF THE BORROWERS; (C) THE BENEFIT OF
ANY STATUTE OF LIMITATIONS AFFECTING THE GUARANTOR'S LIABILITY HEREUNDER;
(D) ANY RIGHT TO REQUIRE THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY TO
PROCEED AGAINST THE BORROWERS, PROCEED AGAINST OR EXHAUST ANY SECURITY FOR THE
INDEBTEDNESS, OR PURSUE ANY OTHER REMEDY IN THE ADMINISTRATIVE AGENT'S OR ANY
OTHER SECURED PARTY'S POWER WHATSOEVER; (E) ANY BENEFIT OF AND ANY RIGHT TO
PARTICIPATE IN ANY SECURITY NOW OR HEREAFTER HELD BY THE ADMINISTRATIVE AGENT OR
ANY OTHER SECURED PARTY; AND (F) TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND
ALL OTHER DEFENSES OR BENEFITS THAT MAY BE DERIVED FROM OR AFFORDED BY
APPLICABLE LAW LIMITING THE LIABILITY OF OR EXONERATING GUARANTORS OR SURETIES.
THE GUARANTOR EXPRESSLY WAIVES ALL SETOFFS AND COUNTERCLAIMS AND ALL
PRESENTMENTS, DEMANDS FOR PAYMENT OR PERFORMANCE, NOTICES OF NONPAYMENT OR
NONPERFORMANCE, PROTESTS, NOTICES OF PROTEST, NOTICES OF DISHONOR AND ALL OTHER
NOTICES OR DEMANDS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE
GUARANTEED OBLIGATIONS, AND ALL NOTICES OF ACCEPTANCE OF THIS GUARANTY OR OF THE
EXISTENCE, CREATION OR INCURRENCE OF NEW OR ADDITIONAL GUARANTEED OBLIGATIONS.
THE GUARANTOR WAIVES ANY RIGHTS AND DEFENSES THAT ARE OR MAY BECOME AVAILABLE TO
THE GUARANTOR BY REASON OF SECTIONS 2787 TO 2855, INCLUSIVE, 2899 AND 3433 OF
THE CALIFORNIA CIVIL CODE. AS PROVIDED BELOW, THIS GUARANTY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE
FOREGOING WAIVERS AND THE PROVISIONS HEREINAFTER SET FORTH IN THIS GUARANTY
WHICH PERTAIN TO CALIFORNIA LAW ARE INCLUDED SOLELY OUT OF AN