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
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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.
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 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 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;
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and Agent and Lenders shall not incur any liability to Guarantor as a result
thereof, and no