GUARANTORS, AND AGENT MAY PROCEED, PRIOR OR
SUBSEQUENT TO, OR SIMULTANEOUSLY WITH, THE ENFORCEMENT OF AGENT'S RIGHTS
HEREUNDER, TO EXERCISE ANY RIGHT OR REMEDY WHICH IT MAY HAVE AVAILABLE TO IT
PURSUANT TO THE TERMS OF THE TRANSACTION AGREEMENTS.
2.4
WAIVER.
IN ADDITION TO THE WAIVERS CONTAINED IN SECTION 2.1
HEREOF, TO THE FULLEST EXTENT PERMITTED BY LAW, THE GUARANTOR WAIVES AND AGREES
THAT IT SHALL NOT AT ANY TIME INSIST UPON, PLEAD OR IN ANY MANNER WHATEVER CLAIM
ANY APPRAISAL, VALUATION, STAY, EXTENSION, MARSHALING OF ASSETS OR REDEMPTION
LAWS, OR EXEMPTION, WHETHER NOW OR AT ANY TIME HEREAFTER IN FORCE, WHICH MAY
DELAY, PREVENT OR OTHERWISE AFFECT THE PERFORMANCE BY THE GUARANTOR OF THE
GUARANTEED OBLIGATIONS UNDER, OR THE ENFORCEMENT BY AGENT OR OBLIGEES OF, THIS
GUARANTY.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE GUARANTOR HEREBY WAIVES
DILIGENCE, PRESENTMENT AND DEMAND (WHETHER FOR NON-PAYMENT OR PROTEST OR OF
ACCEPTANCE, MATURITY, EXTENSION OF TIME, CHANGE IN NATURE OR FORM OF THE
GUARANTEED OBLIGATIONS, ACCEPTANCE OF FURTHER SECURITY, RELEASE OF FURTHER
SECURITY, COMPOSITION OR AGREEMENT ARRIVED AT AS TO THE AMOUNT OF, OR THE TERMS
OF, THE GUARANTEED OBLIGATIONS, NOTICE OF ADVERSE CHANGE IN THE COMPANY'S
FINANCIAL CONDITION OR ANY OTHER FACT WHICH MIGHT INCREASE THE RISK TO THE
GUARANTOR) WITH RESPECT TO ANY OF THE GUARANTEED OBLIGATIONS OR ALL OTHER
DEMANDS WHATSOEVER AND WAIVE THE BENEFIT OF ALL PROVISIONS OF LAW WHICH ARE OR
MIGHT BE IN CONFLICT WITH THE TERMS OF THIS GUARANTY.
THE GUARANTOR AGREES
THAT, AS OF THE DATE OF THIS GUARANTY AND TO ITS KNOWLEDGE, ITS OBLIGATIONS
UNDER THIS GUARANTY ARE NOT SUBJECT TO ANY OFFSETS OR DEFENSES AGAINST AGENT OR
OBLIGEES OR ANY MEMBER OF THE COMPANY GROUP OF ANY KIND.
TO THE FULLEST EXTENT
PERMITTED BY LAW, AND SUBJECT TO THE TERMS OF ANY SUBORDINATION AGREEMENT, THE
GUARANTOR FURTHER AGREES THAT IT SHALL NOT SEEK TO ENFORCE ANY COUNTERCLAIMS,
OFFSETS OR DEFENSES AGAINST AGENT OR ANY OBLIGEE OR AGAINST ANY MEMBER OF THE
COMPANY GROUP OF ANY KIND WHICH MAY ARISE IN THE FUTURE.
2.5
BENEFIT OF GUARANTY.
THE PROVISIONS OF THIS GUARANTY ARE FOR THE
BENEFIT OF OBLIGEES, AND NOTHING HEREIN CONTAINED SHALL IMPAIR, AS BETWEEN ANY
MEMBER OF THE COMPANY GROUP AND OBLIGEES, THE OBLIGATIONS OF ANY MEMBER OF THE
COMPANY GROUP UNDER THE TRANSACTION AGREEMENTS.
2.6
MODIFICATION OF GUARANTEED OBLIGATIONS, ETC.
THE GUARANTOR HEREBY
ACKNOWLEDGES AND AGREES THAT AGENT AND THE OTHER OBLIGEES MAY AT ANY TIME OR
FROM TIME TO TIME, WITH OR WITHOUT THE CONSENT OF OR NOTICE TO THE GUARANTOR OR
ANY SUBSIDIARY 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 TRANSACTION AGREEMENTS
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;
3
(C)
AMEND OR