Guarantor hereby authorizes Buyer, without notice or demand and without affecting its liability hereunder, from time to time to:
(1) renew, compromise, extend, accelerate or otherwise change the time for the Obligations, or any part thereof, including, without limitation, increasing or decreasing any of the fees thereof;
(2) take and hold security for the payment of the Obligations guaranteed hereby, and exchange, enforce, waive and release any such security;
(3) apply such security and direct the order or manner of sale thereof as Buyer in its discretion may determine;
(4) release or substitute any one or more endorser(s) or guarantor(s); and
(5) assign, without notice, this Guaranty in whole or in part and Buyers rights hereunder to anyone at any time.
Guarantor agrees that Buyer may do any or all of the foregoing in such manner, upon such terms, and at such times as Buyer in its discretion deems advisable, without, in any way or respect, impairing, affecting, reducing or releasing Guarantor from its undertakings hereunder and Guarantor hereby consents to each and all of the foregoing acts, events and occurrences.
7. Waiver of Defenses
Guarantor hereby waives any right to assert against Buyer as a defense, counterclaim, setoff on cross claim, any defense (legal or equitable), setoff, counterclaim and claim which Guarantor may now or at any time hereafter have against Seller and any other party liable to Buyer in any way or manner.
Guarantor hereby waives all defenses, counterclaims and offsets of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity or enforceability of the Agreements or any security interest thereunder.
Guarantor hereby waives any defense arising by reason of any claim or defense based upon an election of remedies by Buyer, which, in any manner impairs, affects, reduces, releases, destroys or extinguishes Guarantors subrogation rights, rights to proceed against Seller for reimbursement, or any other rights of the Guarantor or against any other person or security, including, but not limited to, any defense based upon an election of remedies by Buyer under the provisions of applicable state law, or of the United States.
Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protests, notice of dishonor, notices of default, notice of acceptance of this Guaranty, and notices of the existence, creating or incurring of new or additional indebtedness, and all other notices or formalities to which Guarantor may be entitled.
8. Waiver of Jury Trial
Guarantor waives any right to a jury trial in any action hereunder or arising out of Buyers transactions with Seller.
9. Waiver of Rights of Subrogation
The Guarantor shall have no right of subrogation, reimbursement, exoneration, contribution or any other rights that would result in the Guarantor being deemed a creditor of Seller under the United States Bankruptcy Code or any other law or for any other purpose and the Guarantor hereby irrevocably waives all such rights, the right to assert any such rights and any right to enforce any remedy which Guarantor may now or hereafter have against Seller and hereby irrevocably waives any benefit of and any right to participate in, any security now or hereafter held by Buyer, whether any of the foregoing rights arise in equity, at law or by contract.
As a condition to payment or performance by Guarantor under this Guaranty, Buyer shall not be required to, and Guarantor hereby waives any and all rights to require Buyer to prosecute or seek to enforce any remedies against Seller or any other party liable to Buyer on account of the Obligations or to require Buyer to seek to enforce or resort to any remedies with respect to any security interests, liens or encumbrances granted to Buyer by Seller or any other party on account of the Obligations.
Any and all present and future debts and obligations of Seller to Guarantor are hereby postponed in favor of and subordinated to the full payment and performance of all present and future debts and obligations of Seller to Buyer.
All monies or other property of Guarantor at any time in Buyers possession may be held by Buyer as security for any and all obligations of Guarantor to Buyer no matter now existing or hereafter arising, whether absolute or contingent, whether due or to become due, and whether under this Guaranty or otherwise.
Guarantor also agrees that Buyers books and records showing the account between Buyer and Seller shall be admissible in any action or proceeding and shall be binding upon Guarantor for the purpose of establishing the terms set forth therein and shall constitute prima facie proof thereof.
10. Financial Condition of Seller
Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will continue to keep itself informed of Sellers financial condition and of all other circumstances, which bear upon the risk of nonpayment. Absent a written request for such information by the Guarantor to Buyer, Guarantor hereby waives its right, if any, to require, and Buyer is relieved of any obligation or duty to disclose to Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances.
11. Termination