SUBJECT TO ANY OFFSETS OR DEFENSES
AGAINST AGENT OR LENDERS OR ANY CREDIT PARTY OF ANY KIND. GUARANTOR FURTHER
AGREES THAT ITS OBLIGATIONS UNDER THIS GUARANTY SHALL NOT BE SUBJECT TO ANY
COUNTERCLAIMS, OFFSETS OR DEFENSES AGAINST AGENT OR ANY LENDER OR AGAINST ANY
CREDIT PARTY OF ANY KIND WHICH MAY ARISE IN THE FUTURE.
2.5.
BENEFIT OF GUARANTY. THE PROVISIONS OF THIS
GUARANTY ARE FOR THE BENEFIT OF AGENT AND LENDERS AND THEIR RESPECTIVE PERMITTED
SUCCESSORS, TRANSFEREES, ENDORSEES AND ASSIGNS, AND NOTHING HEREIN CONTAINED
SHALL IMPAIR, AS BETWEEN ANY CREDIT PARTY AND AGENT OR LENDERS, THE OBLIGATIONS
OF ANY CREDIT PARTY UNDER THE LOAN DOCUMENTS. IN THE EVENT ALL OR ANY PART OF
THE GUARANTEED OBLIGATIONS ARE TRANSFERRED, INDORSED OR ASSIGNED BY AGENT OR ANY
LENDER TO ANY PERSON OR PERSONS, AS PERMITTED UNDER THE LOAN DOCUMENTS, ANY
REFERENCE TO "AGENT" OR "LENDER" HEREIN SHALL BE DEEMED TO REFER EQUALLY TO SUCH
PERSON OR PERSONS.
3
2.6.
MODIFICATION OF GUARANTEED OBLIGATIONS, ETC.
GUARANTOR HEREBY ACKNOWLEDGES AND AGREES THAT AGENT AND LENDERS MAY AT ANY TIME
OR FROM TIME TO TIME, WITH OR WITHOUT THE CONSENT OF, OR NOTICE TO, GUARANTOR:
(A)
CHANGE OR EXTEND THE MANNER, PLACE OR TERMS
OF PAYMENT OF, OR RENEW OR ALTER ALL OR ANY PORTION OF, THE GUARANTEED
OBLIGATIONS;
(B)
TAKE ANY ACTION UNDER OR IN RESPECT OF THE
LOAN DOCUMENTS IN THE EXERCISE OF ANY REMEDY, POWER OR PRIVILEGE CONTAINED
THEREIN OR AVAILABLE TO IT AT LAW, EQUITY OR OTHERWISE, OR WAIVE OR REFRAIN FROM
EXERCISING ANY SUCH REMEDIES, POWERS OR PRIVILEGES;
(C)
AMEND OR MODIFY, IN ANY MANNER WHATSOEVER,
THE LOAN DOCUMENTS;
(D)
EXTEND OR WAIVE THE TIME FOR ANY CREDIT
PARTY'S PERFORMANCE OF, OR COMPLIANCE WITH, ANY TERM, COVENANT OR AGREEMENT ON
ITS PART TO BE PERFORMED OR OBSERVED UNDER THE LOAN DOCUMENTS, OR WAIVE SUCH
PERFORMANCE OR COMPLIANCE OR CONSENT TO A FAILURE OF, OR DEPARTURE FROM, SUCH
PERFORMANCE OR COMPLIANCE;
(E)
TAKE AND HOLD COLLATERAL FOR THE PAYMENT OF
THE GUARANTEED OBLIGATIONS GUARANTEED HEREBY OR SELL, EXCHANGE, RELEASE, DISPOSE
OF, OR OTHERWISE DEAL WITH, ANY PROPERTY PLEDGED, MORTGAGED OR CONVEYED, OR IN
WHICH AGENT OR LENDERS HAVE BEEN GRANTED A LIEN, TO SECURE ANY OBLIGATIONS;
(F)
RELEASE ANYONE WHO MAY BE LIABLE IN ANY
MANNER FOR THE PAYMENT OF ANY AMOUNTS OWED BY GUARANTOR OR ANY CREDIT PARTY TO
AGENT OR ANY LENDER;
(G)
MODIFY OR TERMINATE THE TERMS OF ANY
INTERCREDITOR OR SUBORDINATION AGREEMENT PURSUANT TO WHICH CLAIMS OF OTHER
CREDITORS OF GUARANTOR OR ANY CREDIT PARTY ARE SUBORDINATED TO THE CLAIMS OF
AGENT AND LENDERS; AND/OR
(H)
APPLY ANY SUMS BY WHOMEVER PAID OR HOWEVER
REALIZED TO ANY AMOUNTS OWING BY GUARANTOR OR ANY CREDIT PARTY TO AGENT OR ANY
LENDER IN SUCH MANNER AS AGENT OR ANY LENDER SHALL DETERMINE IN ITS DISCRETION;
and Agent and Lenders shall not incur any liability to Guarantor as a result
thereof, and no such action shall impair or release the Guaranteed Obligations
of Guarantor under this Guaranty.
2.7.