HAVING COMPETENT JURISDICTION, OR (II) ANY SETTLEMENT OR COMPROMISE OF
ANY SUCH CLAIM, WHETHER AS A RESULT OF A PREFERENCE UNDER THE BANKRUPTCY CODE OR
OTHERWISE,
then the Guarantor shall remain liable under this Guarantee for the amounts so
repaid or property so returned or the amounts for which the Lenders become
liable (such amounts being deemed part of the Credit Obligations) to the same
extent as if such amounts or property had never been received by the Lenders,
notwithstanding any termination hereof or the cancellation of any instrument or
agreement evidencing any of the Credit Obligations.
Not later than five days
after receipt of notice from the Agent, the Guarantor shall pay to the Agent an
amount equal to the amount of such repayment or return for which the Lenders
have so become liable.
Payments hereunder by the Guarantor may be required by
the Agent on any number of occasions.
2.4
Waivers with Respect to Credit Obligations.
The Guarantor waives, to the fullest extent permitted by the provisions of
applicable law, all of the following (including all defenses, counterclaims and
other rights of any nature based upon any of the following):
2
(A)
PRESENTMENT, DEMAND FOR PAYMENT AND PROTEST
OF NONPAYMENT OF ANY OF THE CREDIT OBLIGATIONS, AND NOTICE OF PROTEST, DISHONOR
OR NONPERFORMANCE;
(B)
NOTICE OF ACCEPTANCE OF THIS GUARANTEE AND
NOTICE THAT CREDIT HAS BEEN EXTENDED IN RELIANCE ON THE GUARANTOR'S GUARANTEE OF
THE CREDIT OBLIGATIONS;
(C)
NOTICE OF ANY DEFAULT OR OF ANY INABILITY
TO ENFORCE PERFORMANCE OF THE OBLIGATIONS OF ANY BORROWER OR ANY OTHER PERSON
WITH RESPECT TO ANY CREDIT DOCUMENT, OR NOTICE OF ANY ACCELERATION OF MATURITY
OF ANY CREDIT OBLIGATIONS;
(D)
DEMAND FOR PERFORMANCE OR OBSERVANCE OF, AND
ANY ENFORCEMENT OF ANY PROVISION OF THE CREDIT AGREEMENT, THE CREDIT OBLIGATIONS
OR ANY OTHER CREDIT DOCUMENT OR ANY PURSUIT OR EXHAUSTION OF RIGHTS OR REMEDIES
WITH RESPECT TO ANY COLLATERAL OR AGAINST ANY BORROWER OR ANY OTHER PERSON IN
RESPECT OF THE CREDIT OBLIGATIONS OR ANY REQUIREMENT OF DILIGENCE OR PROMPTNESS
ON THE PART OF THE AGENT OR THE LENDERS IN CONNECTION WITH ANY OF THE FOREGOING;
(E)
ANY ACT OR OMISSION ON THE PART OF THE
AGENT OR THE LENDERS WHICH MAY IMPAIR OR PREJUDICE THE RIGHTS OF THE GUARANTOR,
INCLUDING RIGHTS TO OBTAIN SUBROGATION, EXONERATION, CONTRIBUTION,
INDEMNIFICATION OR ANY OTHER REIMBURSEMENT FROM ANY BORROWER OR ANY OTHER
PERSON, OR OTHERWISE OPERATE AS A DEEMED RELEASE OR DISCHARGE;
(F)
FAILURE OR DELAY TO PERFECT OR CONTINUE
THE PERFECTION OF ANY SECURITY INTEREST IN ANY COLLATERAL OR ANY OTHER ACTION
WHICH HARMS OR IMPAIRS THE VALUE OF, OR ANY FAILURE TO PRESERVE OR PROTECT THE
VALUE OF, ANY COLLATERAL;
(G)
ANY STATUTE OF LIMITATIONS OR ANY STATUTE OR
RULE OF LAW WHICH PROVIDES THAT THE OBLIGATION OF A SURETY MUST BE NEITHER
LARGER IN AMOUNT NOR IN OTHER RESPECTS MORE BURDENSOME THAN THE OBLIGATION OF
THE PRINCIPAL;
(H)
ANY "SINGLE ACTION" OR "ANTI-DEFICIENCY" LAW
WHICH WOULD OTHERWISE PREVENT THE LENDERS FROM BRINGING