BY APPLICABLE
LAW), TO GIVE NOTICE OF OR INSTITUTE ANY PUBLIC OR PRIVATE SALE, FORECLOSURE, OR
OTHER DISPOSITION OF ANY COLLATERAL OR SECURITY FOR THE GUARANTEED OBLIGATIONS,
INCLUDING, WITHOUT LIMITATION, TO COMPLY WITH APPLICABLE PROVISIONS OF THE NEW
YORK UNIFORM COMMERCIAL CODE ("UCC") OR ANY EQUIVALENT PROVISION OF ANY OTHER
APPLICABLE LAW IN CONNECTION WITH THE SALE, FORECLOSURE, OR OTHER DISPOSITION OF
ANY COLLATERAL OR TO PURSUE ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE OF
LENDER WHATSOEVER; (II) THE DEFENSE OF THE STATUTE OF LIMITATIONS IN ANY ACTION
HEREUNDER OR FOR THE COLLECTION OR PERFORMANCE OF THE GUARANTEED OBLIGATIONS;
(III) ANY DEFENSE ARISING BY REASON OF ANY LACK OF CORPORATE OR OTHER AUTHORITY
OR ANY OTHER DEFENSE OF COMPANY, GUARANTOR OR ANY OTHER PERSON; (IV) ANY DEFENSE
BASED UPON LENDER'S ERRORS OR OMISSIONS IN THE ADMINISTRATION OF THE GUARANTEED
OBLIGATIONS; (V) ANY RIGHTS TO SET-OFFS AND COUNTERCLAIMS; (VI) ANY DEFENSE
BASED UPON AN ELECTION OF REMEDIES (INCLUDING, IF AVAILABLE, AN ELECTION TO
PROCEED BY NONJUDICIAL FORECLOSURE) WHICH DESTROYS OR IMPAIRS THE SUBROGATION
RIGHTS OF GUARANTOR OR THE RIGHT OF GUARANTOR TO PROCEED AGAINST COMPANY OR ANY
OTHER OBLIGOR OF THE GUARANTEED OBLIGATIONS FOR REIMBURSEMENT, AND (VII) WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OTHER DEFENSES OR BENEFITS THAT MAY BE DERIVED FROM OR AFFORDED BY
APPLICABLE LAW LIMITING THE LIABILITY OF OR EXONERATING GUARANTORS OR SURETIES,
OR WHICH MAY CONFLICT WITH THE TERMS OF THIS GUARANTY. (B) GUARANTOR WAIVES ANY
AND ALL NOTICE OF THE ACCEPTANCE OF THIS GUARANTY, AND ANY AND ALL NOTICE OF THE
CREATION, RENEWAL, MODIFICATION, EXTENSION OR ACCRUAL OF THE GUARANTEED
OBLIGATIONS, OR THE RELIANCE BY LENDER UPON THIS GUARANTY, OR THE EXERCISE OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER. THE GUARANTEED OBLIGATIONS SHALL
CONCLUSIVELY BE DEEMED TO HAVE BEEN CREATED, CONTRACTED, INCURRED AND PERMITTED
TO EXIST IN RELIANCE UPON THIS GUARANTY. GUARANTOR WAIVES PROMPTNESS, DILIGENCE,
PRESENTMENT, PROTEST, DEMAND FOR PAYMENT, NOTICE OF DEFAULT, DISHONOR OR
NONPAYMENT AND ALL OTHER NOTICES TO OR UPON COMPANY, GUARANTOR OR ANY OTHER
PERSON WITH RESPECT TO THE GUARANTEED OBLIGATIONS. (C) THE OBLIGATIONS OF
GUARANTOR HEREUNDER ARE INDEPENDENT OF AND SEPARATE FROM THE OBLIGATIONS OF
COMPANY AND ANY OTHER GUARANTOR AND UPON THE OCCURRENCE AND DURING THE
3
CONTINUANCE OF ANY DEFAULT, A SEPARATE ACTION OR ACTIONS MAY BE BROUGHT AGAINST
GUARANTOR, WHETHER OR NOT COMPANY OR ANY SUCH OTHER GUARANTOR IS JOINED THEREIN
OR A SEPARATE ACTION OR ACTIONS ARE BROUGHT AGAINST COMPANY OR ANY SUCH OTHER
GUARANTOR. (D) GUARANTOR SHALL NOT HAVE ANY RIGHT TO REQUIRE LENDER TO OBTAIN OR
DISCLOSE ANY INFORMATION WITH RESPECT TO (I) THE FINANCIAL CONDITION OR
CHARACTER OF COMPANY OR GUARANTOR OR THE ABILITY OF COMPANY OR GUARANTOR TO PAY
AND PERFORM THE GUARANTEED OBLIGATIONS; (II) THE GUARANTEED OBLIGATIONS;
(III) ANY COLLATERAL OR OTHER SECURITY FOR ANY OR ALL OF THE GUARANTEED
OBLIGATIONS; (IV) THE EXISTENCE OR NONEXISTENCE OF ANY OTHER GUARANTEES OF ALL
OR ANY PART OF THE GUARANTEED OBLIGATIONS; (V) ANY ACTION