and/or the collateral in such order as Buyer shall determine in its sole and
absolute discretion. Buyer may file a separate action or actions against any
Guarantor, whether action is brought or prosecuted with respect to any security
or against any other Person, or whether any other Person is joined in any such
action or actions. Each Guarantor agrees that Buyer and Company may deal with
each other in connection with the Obligations or otherwise, or alter any
contracts or agreements now or hereafter existing between them, in any manner
whatsoever, all without in any way altering or affecting the security of this
Guaranty.
4
4.4. EACH GUARANTOR EXPRESSLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM
WHICH THE CREDIT PARTIES MAY NOW HAVE AS OF THE DATE HEREOF, OR AS THEY MAY IN
THE FUTURE COME TO HAVE, TO ANY ACTION BY BUYER IN ENFORCING THIS GUARANTY AND
THE OTHER TRANSACTION DOCUMENTS - OTHER THAN FOR SET OFF TO ESTABLISH THE
AMOUNTS DUE AND PAID PURSUANT TO THE DEBENTURES OR ANY OTHER TRANSACTION
DOCUMENT, INCLUDING BUT NOT LIMITED TO THOSE ASSERTED BY REASON OF: (I) ANY
DISABILITY OR OTHER DEFENSE OF COMPANY, OR ANY OTHER GUARANTOR FOR THE
OBLIGATIONS, WITH RESPECT TO THE OBLIGATIONS; (II) THE UNENFORCEABILITY OR
INVALIDITY OF ANY SECURITY FOR OR GUARANTY OF THE OBLIGATIONS OR THE LACK OF
PERFECTION OR CONTINUING PERFECTION OR FAILURE OF PRIORITY OF ANY SECURITY FOR
THE OBLIGATIONS; (III) THE CESSATION FOR ANY CAUSE WHATSOEVER OF THE LIABILITY
OF COMPANY, OR ANY OTHER GUARANTOR OF THE OBLIGATIONS (OTHER THAN BY REASON OF
THE FULL PAYMENT AND PERFORMANCE OF ALL OBLIGATIONS (OTHER THAN CONTINGENT
INDEMNIFICATION OBLIGATIONS)); (IV) ANY FAILURE OF BUYER TO MARSHAL ASSETS IN
FAVOR OF COMPANY OR ANY OTHER PERSON; (V) ANY FAILURE OF BUYER TO GIVE NOTICE OF
SALE OR OTHER DISPOSITION OF COLLATERAL TO COMPANY OR ANY OTHER PERSON OR ANY
DEFECT IN ANY NOTICE THAT MAY BE GIVEN IN CONNECTION WITH ANY SALE OR
DISPOSITION OF COLLATERAL; (VI) ANY FAILURE OF BUYER TO COMPLY WITH APPLICABLE
LAWS IN CONNECTION WITH THE SALE OR OTHER DISPOSITION OF ANY COLLATERAL OR OTHER
SECURITY FOR ANY OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF
BUYER TO CONDUCT A COMMERCIALLY REASONABLE SALE OR OTHER DISPOSITION OF ANY
COLLATERAL OR OTHER SECURITY FOR ANY OBLIGATIONS; (VII) ANY ACT OR OMISSION OF
BUYER OR OTHERS THAT DIRECTLY OR INDIRECTLY RESULTS IN OR AIDS THE DISCHARGE OR
RELEASE OF COMPANY OR ANY OTHER GUARANTOR OF THE OBLIGATIONS, OR OF ANY SECURITY
OR GUARANTY THEREFOR BY OPERATION OF LAW OR OTHERWISE; (VIII) ANY LAW WHICH
PROVIDES THAT THE OBLIGATION OF A SURETY OR GUARANTOR MUST NEITHER BE LARGER IN
AMOUNT OR IN OTHER RESPECTS MORE BURDENSOME THAN THAT OF THE PRINCIPAL OR WHICH
REDUCES A SURETY'S OR GUARANTOR'S OBLIGATION IN PROPORTION TO THE PRINCIPAL
OBLIGATION; (IX) ANY FAILURE OF BUYER TO FILE OR ENFORCE A CLAIM IN ANY
BANKRUPTCY OR OTHER PROCEEDING WITH RESPECT TO ANY