MODIFY, IN ANY MANNER WHATSOEVER, THE OTHER TRANSACTION
AGREEMENTS;
(D)
EXTEND OR WAIVE THE TIME FOR ANY MEMBER OF THE COMPANY GROUP'S
PERFORMANCE OF, OR COMPLIANCE WITH, ANY TERM, COVENANT OR AGREEMENT ON ITS PART
TO BE PERFORMED OR OBSERVED UNDER THE TRANSACTION AGREEMENTS, 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 GUARANTEED HEREBY OR SELL, EXCHANGE, RELEASE, DISPOSE OF, OR
OTHERWISE DEAL WITH, ANY PROPERTY PLEDGED, MORTGAGED OR CONVEYED, OR IN WHICH
AGENT OR OTHER OBLIGEES 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 THE GUARANTOR OR ANY OTHER MEMBER OF THE COMPANY GROUP TO
AGENT OR ANY OTHER OBLIGEE;
(G)
MODIFY OR TERMINATE THE TERMS OF ANY INTERCREDITOR OR
SUBORDINATION AGREEMENT PURSUANT TO WHICH CLAIMS OF OTHER CREDITORS OF THE
GUARANTOR OR ANY OTHER MEMBER OF THE COMPANY GROUP ARE SUBORDINATED TO THE
CLAIMS OF AGENT AND OBLIGEES, OR ENTER INTO AN INTERCREDITOR OR SUBORDINATION
AGREEMENT WITH ANY OTHER CREDITOR OF THE GUARANTOR OR ANY OTHER MEMBER OF THE
COMPANY GROUP, EXCEPT FOR SUCH INTERCREDITOR OR SUBORDINATION AGREEMENTS TO
WHICH THE GUARANTOR IS A PARTY IF THE GUARANTOR'S CONSENT IS REQUIRED PURSUANT
TO THE TERMS THEREOF; AND/OR
(H)
APPLY ANY SUMS BY WHOMEVER PAID OR HOWEVER REALIZED TO ANY AMOUNTS
OWING BY THE GUARANTOR OR ANY OTHER MEMBER OF THE COMPANY GROUP TO AGENT OR ANY
OTHER OBLIGEE IN SUCH MANNER AS AGENT OR ANY OBLIGEE SHALL DETERMINE IN ITS
DISCRETION;
and Agent and other Obligees shall not incur any liability to the Guarantor as a
result thereof, and no such action shall impair or release the Guaranteed
Obligations of the Guarantor under this Guaranty.
2.7
REINSTATEMENT.
THIS GUARANTY SHALL REMAIN IN FULL FORCE AND
EFFECT AND CONTINUE TO BE EFFECTIVE SHOULD ANY PETITION BE FILED BY OR AGAINST
THE GUARANTOR OR ANY OTHER MEMBER OF THE COMPANY GROUP FOR LIQUIDATION OR
REORGANIZATION, SHOULD THE GUARANTOR OR ANY OTHER MEMBER OF THE COMPANY GROUP
BECOME INSOLVENT OR MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS OR SHOULD A
RECEIVER OR TRUSTEE BE APPOINTED FOR ALL OR ANY SIGNIFICANT PART OF THE ASSETS
OF THE GUARANTOR OR ANY OTHER MEMBER OF THE COMPANY GROUP, AND SHALL CONTINUE TO
BE EFFECTIVE OR BE REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT AND
PERFORMANCE OF THE GUARANTEED OBLIGATIONS, OR ANY PART THEREOF, IS, PURSUANT TO
APPLICABLE LAW, RESCINDED OR REDUCED IN AMOUNT, OR MUST OTHERWISE BE RESTORED OR
RETURNED BY AGENT OR ANY OBLIGEE, WHETHER AS A "VOIDABLE PREFERENCE,"
"FRAUDULENT CONVEYANCE," OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT OR PERFORMANCE
HAD NOT BEEN MADE.
IN THE EVENT THAT ANY PAYMENT, OR ANY PART THEREOF, IS
RESCINDED, REDUCED, RESTORED OR RETURNED, THE GUARANTEED OBLIGATIONS SHALL BE
REINSTATED AND DEEMED REDUCED ONLY BY SUCH AMOUNT PAID AND NOT