OR ANY TAKING, RELEASE
OR AMENDMENT OR WAIVER OF, OR CONSENT TO DEPARTURE FROM, ANY OTHER GUARANTY, FOR
ALL OR ANY OF THE GUARANTEED OBLIGATIONS;
(D)
ANY MANNER OF APPLICATION OF COLLATERAL OR
ANY OTHER COLLATERAL, OR PROCEEDS THEREOF, TO ALL OR ANY OF THE GUARANTEED
OBLIGATIONS, OR ANY MANNER OF SALE OR OTHER DISPOSITION OF ANY COLLATERAL OR ANY
OTHER COLLATERAL FOR ALL OR ANY OF THE GUARANTEED OBLIGATIONS OR ANY OTHER
OBLIGATIONS OF ANY LOAN PARTY UNDER THE LOAN DOCUMENTS OR ANY OTHER ASSETS OF
ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES;
(E)
ANY CHANGE, RESTRUCTURING OR TERMINATION OF
THE CORPORATE STRUCTURE OR EXISTENCE OF ANY LOAN PARTY OR ANY OF ITS
SUBSIDIARIES;
(F)
ANY FAILURE OF ANY SECURED PARTY TO
DISCLOSE TO ANY LOAN PARTY ANY INFORMATION RELATING TO THE BUSINESS, CONDITION
(FINANCIAL OR OTHERWISE), OPERATIONS, PERFORMANCE, PROPERTIES OR PROSPECTS OF
ANY OTHER LOAN PARTY NOW OR HEREAFTER KNOWN TO SUCH SECURED PARTY (EACH
GUARANTOR WAIVING ANY DUTY ON THE PART OF THE SECURED PARTIES TO DISCLOSE SUCH
INFORMATION);
(G)
THE FAILURE OF ANY OTHER PERSON TO EXECUTE
OR DELIVER THIS GUARANTY, ANY GUARANTY SUPPLEMENT (AS HEREINAFTER DEFINED) OR
ANY OTHER GUARANTY OR AGREEMENT OR THE RELEASE OR REDUCTION OF LIABILITY OF ANY
GUARANTOR OR OTHER GUARANTOR OR SURETY WITH RESPECT TO THE GUARANTEED
OBLIGATIONS; OR
(H)
ANY OTHER CIRCUMSTANCE (INCLUDING, WITHOUT
LIMITATION, ANY STATUTE OF LIMITATIONS) OR ANY EXISTENCE OF OR RELIANCE ON ANY
REPRESENTATION BY ANY SECURED PARTY THAT MIGHT OTHERWISE CONSTITUTE A DEFENSE
AVAILABLE TO, OR A DISCHARGE OF, ANY LOAN PARTY OR ANY OTHER GUARANTOR OR SURETY
(OTHER THAN PAYMENT OF THE GUARANTEED OBLIGATIONS IN FULL).
This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by any Secured Party or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.
Section 3.
Waivers and Acknowledgments.
(a)
Each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that any
Secured Party protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any Collateral.
(B)
EACH GUARANTOR HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY RIGHT TO REVOKE THIS GUARANTY AND ACKNOWLEDGES THAT THIS
GUARANTY IS CONTINUING IN NATURE AND APPLIES TO ALL GUARANTEED OBLIGATIONS,
WHETHER EXISTING NOW OR IN THE FUTURE.
(C)
EACH GUARANTOR HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES (I) ANY DEFENSE ARISING BY REASON OF ANY CLAIM OR DEFENSE
BASED UPON AN ELECTION OF REMEDIES BY ANY SECURED PARTY THAT IN ANY MANNER
IMPAIRS, REDUCES, RELEASES OR OTHERWISE ADVERSELY AFFECTS