AND WAIVERS OF CERTAIN OTHER RIGHTS AND
DEFENSES AVAILABLE TO A GUARANTOR UNDER CALIFORNIA LAW.
BASED ON THE PRECEDING
SENTENCE AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING WAIVERS CONTAINED
IN THIS SECTION 2.4 OR ANY OTHER PROVISION HEREOF, EACH GUARANTOR EXPRESSLY
WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL RIGHTS AND DEFENSES
3
(EXCEPT THE DEFENSE OF INDEFEASIBLE FINAL PAYMENT IN FULL), WHICH MIGHT
OTHERWISE BE AVAILABLE TO SUCH GUARANTOR UNDER CALIFORNIA CIVIL CODE SECTIONS
2787 TO 2855, INCLUSIVE, 2899 AND 3433 AND UNDER CALIFORNIA CODE OF CIVIL
PROCEDURE SECTIONS 580A, 580B, 580D AND 726 (OR ANY OF SUCH SECTIONS), OR ANY
OTHER JURISDICTION TO THE EXTENT THE SAME ARE APPLICABLE TO THIS GUARANTY OR THE
AGREEMENTS, COVENANTS OR OBLIGATIONS OF SUCH GUARANTOR HEREUNDER.
2.5
BENEFIT OF GUARANTY.
THE PROVISIONS OF THIS GUARANTY ARE FOR THE
BENEFIT OF AGENT AND LENDERS AND THEIR RESPECTIVE SUCCESSORS, TRANSFEREES,
ENDORSEES AND ASSIGNS PERMITTED UNDER THE CREDIT AGREEMENT, 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 IN ACCORDANCE WITH THE TERMS OF THE
CREDIT AGREEMENT, ANY REFERENCE TO "AGENT" OR "LENDER" HEREIN SHALL BE DEEMED TO
REFER EQUALLY TO SUCH PERSON OR PERSONS.
2.6
MODIFICATION OF GUARANTEED OBLIGATIONS, ETC.
EACH 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, GUARANTORS:
(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 GUARANTIED 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 GUARANTORS 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 ANY
GUARANTOR OR ANY CREDIT