ANY OTHER SECURED PARTY,
AND THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS
EXECUTED AND DELIVERED IN CONNECTION THEREWITH MAY BE AMENDED, MODIFIED,
SUPPLEMENTED OR TERMINATED, IN WHOLE OR IN PART, AS THE ADMINISTRATIVE AGENT (OR
THE MAJORITY LENDERS OR ALL LENDERS, AS THE CASE MAY BE) MAY DEEM ADVISABLE FROM
TIME TO TIME, AND ANY COLLATERAL SECURITY, GUARANTEE OR RIGHT OF OFFSET AT ANY
TIME HELD BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY FOR THE PAYMENT
OF THE BORROWER OBLIGATIONS MAY BE SOLD, EXCHANGED, WAIVED, SURRENDERED OR
RELEASED.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY OTHER SECURED PARTY SHALL
HAVE ANY OBLIGATION TO PROTECT, SECURE, PERFECT OR INSURE ANY LIEN AT ANY TIME
HELD BY IT AS SECURITY FOR THE BORROWER OBLIGATIONS OR FOR THE GUARANTEE
CONTAINED IN THIS SECTION 2 OR ANY PROPERTY SUBJECT THERETO.
2.5
GUARANTEE ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL.
EACH GUARANTOR
WAIVES ANY AND ALL NOTICE OF THE CREATION, RENEWAL, EXTENSION OR ACCRUAL OF ANY
OF THE BORROWER OBLIGATIONS AND NOTICE OF OR PROOF OF RELIANCE ANY SECURED PARTY
UPON THE GUARANTEE CONTAINED IN THIS SECTION 2 OR ACCEPTANCE OF THE GUARANTEE
CONTAINED IN THIS SECTION 2; THE BORROWER OBLIGATIONS, AND ANY OF THEM, SHALL
CONCLUSIVELY BE DEEMED TO HAVE BEEN CREATED, CONTRACTED OR INCURRED, OR RENEWED,
EXTENDED, AMENDED OR WAIVED, IN RELIANCE UPON THE GUARANTEE CONTAINED IN THIS
SECTION 2; AND ALL DEALINGS BETWEEN THE BORROWER AND ANY OF THE GUARANTORS, ON
THE ONE HAND, AND THE SECURED PARTIES, ON THE OTHER HAND, LIKEWISE SHALL BE
CONCLUSIVELY PRESUMED TO HAVE BEEN HAD OR CONSUMMATED IN RELIANCE UPON THE
GUARANTEE CONTAINED IN THIS SECTION 2.
EACH GUARANTOR WAIVES DILIGENCE,
PRESENTMENT, PROTEST, DEMAND FOR PAYMENT AND NOTICE OF DEFAULT OR NONPAYMENT TO
OR UPON THE BORROWER OR ANY OF THE GUARANTORS WITH RESPECT TO THE BORROWER
OBLIGATIONS.
EACH GUARANTOR UNDERSTANDS AND AGREES THAT THE GUARANTEE CONTAINED
IN THIS SECTION 2 SHALL BE CONSTRUED AS A CONTINUING, ABSOLUTE, IRREVOCABLE AND
UNCONDITIONAL GUARANTEE OF PAYMENT WITHOUT REGARD TO (A) THE VALIDITY OR
ENFORCEABILITY OF THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, ANY OF THE
BORROWER OBLIGATIONS OR ANY OTHER COLLATERAL SECURITY THEREFOR OR GUARANTEE OR
RIGHT OF OFFSET WITH RESPECT THERETO AT ANY TIME OR FROM TIME TO TIME HELD BY
ANY SECURED PARTY, (B) ANY DEFENSE, SET-OFF OR COUNTERCLAIM (OTHER THAN A
DEFENSE OF PAYMENT OR PERFORMANCE) WHICH MAY AT ANY TIME BE AVAILABLE TO OR BE
ASSERTED BY THE BORROWER OR ANY OTHER PERSON AGAINST ANY SECURED PARTY, OR (C)
ANY OTHER CIRCUMSTANCE WHATSOEVER (WITH OR WITHOUT NOTICE TO OR KNOWLEDGE OF THE
BORROWER OR SUCH GUARANTOR) WHICH CONSTITUTES, OR MIGHT BE CONSTRUED TO
CONSTITUTE, AN EQUITABLE OR LEGAL DISCHARGE OF THE BORROWER FOR THE BORROWER
OBLIGATIONS, OR OF SUCH GUARANTOR UNDER THE GUARANTEE CONTAINED IN THIS SECTION
2, IN BANKRUPTCY OR IN ANY OTHER INSTANCE
7
(OTHER THAN PAYMENT OR PERFORMANCE IN FULL).
WHEN MAKING ANY DEMAND HEREUNDER
OR OTHERWISE PURSUING ITS RIGHTS AND REMEDIES HEREUNDER AGAINST ANY GUARANTOR,