AFFECT, MODIFY OR ABRIDGE ANY
GUARANTOR'S LIABILITY FOR ANY PORTION OF THE GUARANTEED OBLIGATIONS WHICH HAS
NOT BEEN PAID.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF
ADMINISTRATIVE AGENT IS AWARDED A JUDGMENT IN ANY SUIT BROUGHT TO ENFORCE ANY
GUARANTOR'S COVENANT TO PAY A PORTION OF THE GUARANTEED OBLIGATIONS, SUCH
JUDGMENT SHALL NOT BE DEEMED TO RELEASE SUCH GUARANTOR FROM ITS COVENANT TO PAY
THE PORTION OF THE GUARANTEED OBLIGATIONS THAT IS NOT THE SUBJECT OF SUCH SUIT,
AND SUCH JUDGMENT SHALL NOT, EXCEPT TO THE EXTENT
86
SATISFIED BY SUCH GUARANTOR, LIMIT, AFFECT, MODIFY OR ABRIDGE ANY OTHER
GUARANTOR'S LIABILITY HEREUNDER IN RESPECT OF THE GUARANTEED OBLIGATIONS;
(E)
ANY BENEFICIARY, UPON SUCH TERMS AS IT DEEMS APPROPRIATE, WITHOUT
NOTICE OR DEMAND AND WITHOUT AFFECTING THE VALIDITY OR ENFORCEABILITY HEREOF OR
GIVING RISE TO ANY REDUCTION, LIMITATION, IMPAIRMENT, DISCHARGE OR TERMINATION
OF ANY GUARANTOR'S LIABILITY HEREUNDER, FROM TIME TO TIME MAY (I) RENEW, EXTEND,
ACCELERATE, INCREASE THE RATE OF INTEREST ON, OR OTHERWISE CHANGE THE TIME,
PLACE, MANNER OR TERMS OF PAYMENT OF THE GUARANTEED OBLIGATIONS; (II) SETTLE,
COMPROMISE, RELEASE OR DISCHARGE, OR ACCEPT OR REFUSE ANY OFFER OF PERFORMANCE
WITH RESPECT TO, OR SUBSTITUTIONS FOR, THE GUARANTEED OBLIGATIONS OR ANY
AGREEMENT RELATING THERETO AND/OR SUBORDINATE THE PAYMENT OF THE SAME TO THE
PAYMENT OF ANY OTHER OBLIGATIONS; (III) REQUEST AND ACCEPT OTHER GUARANTIES OF
THE GUARANTEED OBLIGATIONS AND TAKE AND HOLD SECURITY FOR THE PAYMENT HEREOF OR
THE GUARANTEED OBLIGATIONS; (IV) RELEASE, SURRENDER, EXCHANGE, SUBSTITUTE,
COMPROMISE, SETTLE, RESCIND, WAIVE, ALTER, SUBORDINATE OR MODIFY, WITH OR
WITHOUT CONSIDERATION, ANY SECURITY FOR PAYMENT OF THE GUARANTEED OBLIGATIONS,
ANY OTHER GUARANTIES OF THE GUARANTEED OBLIGATIONS, OR ANY OTHER OBLIGATION OF
ANY PERSON (INCLUDING ANY OTHER GUARANTOR) WITH RESPECT TO THE GUARANTEED
OBLIGATIONS; (V) ENFORCE AND APPLY ANY SECURITY NOW OR HEREAFTER HELD BY OR FOR
THE BENEFIT OF SUCH BENEFICIARY IN RESPECT HEREOF OR THE GUARANTEED OBLIGATIONS
AND DIRECT THE ORDER OR MANNER OF SALE THEREOF, OR EXERCISE ANY OTHER RIGHT OR
REMEDY THAT SUCH BENEFICIARY MAY HAVE AGAINST ANY SUCH SECURITY, IN EACH CASE AS
SUCH BENEFICIARY IN ITS DISCRETION MAY DETERMINE CONSISTENT HEREWITH OR THE
APPLICABLE HEDGE AGREEMENT AND ANY APPLICABLE SECURITY AGREEMENT, INCLUDING
FORECLOSURE ON ANY SUCH SECURITY PURSUANT TO ONE OR MORE JUDICIAL OR NONJUDICIAL
SALES, WHETHER OR NOT EVERY ASPECT OF ANY SUCH SALE IS COMMERCIALLY REASONABLE,
AND EVEN THOUGH SUCH ACTION OPERATES TO IMPAIR OR EXTINGUISH ANY RIGHT OF
REIMBURSEMENT OR SUBROGATION OR OTHER RIGHT OR REMEDY OF ANY GUARANTOR AGAINST
COMPANY OR ANY SECURITY FOR THE GUARANTEED OBLIGATIONS; AND (VI) EXERCISE ANY
OTHER RIGHTS AVAILABLE TO IT UNDER THE CREDIT DOCUMENTS OR THE HEDGE AGREEMENTS;
AND
(F)
THIS GUARANTY AND THE OBLIGATIONS OF GUARANTORS HEREUNDER SHALL
BE VALID AND ENFORCEABLE AND SHALL NOT BE SUBJECT TO ANY REDUCTION, LIMITATION,
IMPAIRMENT, DISCHARGE OR TERMINATION FOR ANY REASON (OTHER THAN PAYMENT IN FULL
OF THE GUARANTEED OBLIGATIONS), INCLUDING THE OCCURRENCE OF ANY OF THE
FOLLOWING, WHETHER OR NOT ANY GUARANTOR SHALL HAVE HAD NOTICE OR