LENDERS, IN SUCH MANNER AND IN SUCH
AMOUNTS AND AT SUCH TIME OR TIMES AND IN SUCH ORDER AND PRIORITY AS SET FORTH IN
SECTION 10.2(G) OF THE LOAN AGREEMENT OR AS OTHERWISE DETERMINED BY LENDERS IN
THEIR SOLE DISCRETION.
8.
GUARANTOR HEREBY WAIVES NOTICE OF THE ACCEPTANCE HEREOF,
PRESENTMENT, DEMAND FOR PAYMENT, PROTEST, NOTICE OF PROTEST, OR ANY AND ALL
NOTICE OF NON-PAYMENT, NON-PERFORMANCE OR NON-OBSERVANCE, OR OTHER PROOF, OR
NOTICE OR DEMAND, WHEREBY TO CHARGE GUARANTOR THEREFOR.
2
9.
GUARANTOR FURTHER AGREES THAT THE VALIDITY OF THIS GUARANTY
AND THE OBLIGATIONS OF GUARANTOR HEREUNDER SHALL IN NO WAY BE TERMINATED,
AFFECTED OR IMPAIRED (A) BY REASON OF THE ASSERTION BY ADMINISTRATIVE AGENT (ON
BEHALF OF LENDERS) OF ANY RIGHTS OR REMEDIES WHICH IT MAY HAVE UNDER OR WITH
RESPECT TO EITHER THE NOTE, THE LOAN AGREEMENT, THE SECURITY INSTRUMENT, OR THE
OTHER LOAN DOCUMENTS, AGAINST ANY PERSON OBLIGATED THEREUNDER OR AGAINST THE
OWNER OF THE PROPERTY, (B) BY REASON OF ANY FAILURE TO FILE OR RECORD ANY OF
SUCH INSTRUMENTS OR TO TAKE OR PERFECT ANY SECURITY INTENDED TO BE PROVIDED
THEREBY, (C) BY REASON OF THE RELEASE OR EXCHANGE OF ANY PROPERTY COVERED BY THE
SECURITY INSTRUMENT OR OTHER COLLATERAL FOR THE LOAN, (D) BY REASON OF
ADMINISTRATIVE AGENT'S FAILURE TO EXERCISE, OR DELAY IN EXERCISING, ANY SUCH
RIGHT OR REMEDY OR ANY RIGHT OR REMEDY ADMINISTRATIVE AGENT, ON BEHALF OF
LENDERS, MAY HAVE HEREUNDER OR IN RESPECT TO THIS GUARANTY, (E) BY REASON OF THE
COMMENCEMENT OF A CASE UNDER THE BANKRUPTCY CODE BY OR AGAINST ANY PERSON
OBLIGATED UNDER THE NOTE, THE LOAN AGREEMENT, THE SECURITY INSTRUMENT OR THE
OTHER LOAN DOCUMENTS, OR THE DEATH OF ANY GUARANTOR, OR (F) BY REASON OF ANY
PAYMENT MADE ON THE DEBT OR ANY OTHER INDEBTEDNESS ARISING UNDER THE NOTE, THE
LOAN AGREEMENT, THE SECURITY INSTRUMENT OR THE OTHER LOAN DOCUMENTS, WHETHER
MADE BY BORROWER OR GUARANTOR OR ANY OTHER PERSON, WHICH IS REQUIRED TO BE
REFUNDED PURSUANT TO ANY BANKRUPTCY OR INSOLVENCY LAW; IT BEING UNDERSTOOD THAT
NO PAYMENT SO REFUNDED SHALL BE CONSIDERED AS A PAYMENT OF ANY PORTION OF THE
DEBT, NOR SHALL IT HAVE THE EFFECT OF REDUCING THE LIABILITY OF GUARANTOR
HEREUNDER.
IT IS FURTHER UNDERSTOOD, THAT IF BORROWER SHALL HAVE TAKEN
ADVANTAGE OF, OR BE SUBJECT TO THE PROTECTION OF, ANY PROVISION IN THE
BANKRUPTCY CODE, THE EFFECT OF WHICH IS TO PREVENT OR DELAY ADMINISTRATIVE
AGENT, ON BEHALF OF LENDERS, FROM TAKING ANY REMEDIAL ACTION AGAINST BORROWER,
INCLUDING THE EXERCISE OF ANY OPTION ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS,
HAS TO DECLARE THE DEBT DUE AND PAYABLE ON THE HAPPENING OF ANY DEFAULT OR EVENT
BY WHICH UNDER THE TERMS OF THE NOTE, THE LOAN AGREEMENT, THE SECURITY
INSTRUMENT OR THE OTHER LOAN DOCUMENTS, THE DEBT SHALL BECOME DUE AND PAYABLE,
ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS, MAY, AS AGAINST GUARANTOR,
NEVERTHELESS, DECLARE THE DEBT DUE AND PAYABLE AND ENFORCE ANY OR ALL OF ITS
RIGHTS AND REMEDIES AGAINST GUARANTOR