with any other guarantor of the Guarantied
Obligations, liable to Beneficiaries, that the obligations of Guarantor
hereunder are independent of the obligations of Borrower or any other guarantor,
and that a separate action may be brought against Guarantor, whether such action
is brought against Borrower or any other guarantor whether Borrower or any such
other guarantor is joined in such action.
Guarantor agrees that its liability
hereunder shall be immediate and shall not be contingent upon the exercise or
enforcement by Beneficiaries of whatever remedies they may have against Borrower
or any other guarantor, or the enforcement of any lien or realization upon any
security Beneficiaries may at any time possess.
Guarantor agrees that any
release which may be given by Beneficiaries to Borrower or any other guarantor
shall not release Guarantor.
Guarantor consents and agrees that Beneficiaries
shall be under no obligation to marshal any property or assets of Borrower or
any other guarantor in favor of Guarantor, or against or in payment of any or
all of the Guarantied Obligations.
6.
Waivers.
A.
GUARANTOR HEREBY WAIVES:
(I) NOTICE OF ACCEPTANCE HEREOF; (II) NOTICE OF
ANY BORROWINGS, SWINGLINE ADVANCES, ADVANCES, LOANS OR OTHER FINANCIAL
ACCOMMODATIONS MADE OR EXTENDED UNDER THE CREDIT AGREEMENT, OR THE CREATION OR
4
EXISTENCE OF ANY GUARANTIED OBLIGATIONS; (III) NOTICE OF THE AMOUNT OF THE
GUARANTIED OBLIGATIONS, SUBJECT, HOWEVER, TO GUARANTOR'S RIGHT TO MAKE INQUIRY
OF AGENT BANK TO ASCERTAIN THE AMOUNT OF THE GUARANTIED OBLIGATIONS AT ANY
REASONABLE TIME; (IV) NOTICE OF ANY ADVERSE CHANGE IN THE FINANCIAL CONDITION OF
BORROWER OR OF ANY OTHER FACT THAT MIGHT INCREASE GUARANTOR'S RISK HEREUNDER;
(V) NOTICE OF PRESENTMENT FOR PAYMENT, DEMAND, PROTEST, AND NOTICE THEREOF AS TO
THE REVOLVING CREDIT NOTE, THE SWINGLINE NOTE OR ANY OTHER INSTRUMENT;
(VI) NOTICE OF ANY DEFAULT OR EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT; AND
(VII) ALL OTHER NOTICES (EXCEPT IF SUCH NOTICE IS SPECIFICALLY REQUIRED TO BE
GIVEN TO GUARANTOR UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT TO WHICH
GUARANTOR IS PARTY) AND DEMANDS TO WHICH GUARANTOR MIGHT OTHERWISE BE ENTITLED.
B.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GUARANTOR WAIVES THE
RIGHT BY STATUTE OR OTHERWISE TO REQUIRE BENEFICIARIES TO INSTITUTE SUIT AGAINST
BORROWER OR TO EXHAUST ANY RIGHTS AND REMEDIES WHICH BENEFICIARIES HAVE OR MAY
HAVE AGAINST BORROWER.
IN THIS REGARD, GUARANTOR AGREES THAT IT IS BOUND TO THE
PAYMENT OF EACH AND ALL GUARANTIED OBLIGATIONS, WHETHER NOW EXISTING OR
HEREAFTER ACCRUING, AS FULLY AS IF SUCH GUARANTIED OBLIGATIONS WERE DIRECTLY
OWING TO BENEFICIARIES BY GUARANTOR.
GUARANTOR FURTHER WAIVES ANY DEFENSE
ARISING BY REASON OF ANY DISABILITY OR OTHER DEFENSE (OTHER THAN THE DEFENSE
THAT THE GUARANTIED OBLIGATIONS SHALL HAVE BEEN FULLY AND FINALLY PERFORMED AND
INDEFEASIBLY PAID) OF BORROWER OR BY REASON OF THE CESSATION FROM ANY CAUSE
WHATSOEVER OF THE LIABILITY OF BORROWER IN RESPECT THEREOF.
C.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR HEREBY WAIVES:
(I) ANY
RIGHTS TO ASSERT AGAINST BENEFICIARIES ANY DEFENSE (LEGAL OR EQUITABLE),
SET-OFF, COUNTERCLAIM, OR