Common use of Subsequent Changes Clause in Contracts

Subsequent Changes. The Guarantor expressly agrees that each Holder may, in its sole and absolute discretion, without notice to or further assent of the Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations and liabilities of the Guarantor hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed Obligations; (b) modify, amend or change any provisions of the Guaranteed Obligations; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (d) agree to the substitution, exchange, release or other disposition of the Guarantor or of all or any part of the collateral securing the Guaranteed Obligations; (e) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed Obligations, with respect to which the Company shall be in default; (f) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed Obligations, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this Guaranty, or any interest therein; (g) deal in all respects with the Company and the Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty were not in effect; (h) extend credit to the Company or the Guarantor whether or not (1) notice of election to terminate any of the Transaction Documents or any other agreement among the Holders and the Company or the Guarantor has been given by the Holders, or by the Company or the Guarantor, or (2) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or the Guarantor; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations with the Company or the Guarantor, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders and/or other person.

Subsequent Changes. The Guarantor expressly agrees that the Agent and each Holder Lender may, in its sole and absolute discretion, without notice to or further assent of the Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations and liabilities of the Guarantor hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed Obligations; (b) modify, amend or change any provisions of the Guaranteed Obligations; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (d) agree to the substitution, exchange, release or other disposition of the Guarantor Borrower or of all or any part of the collateral securing the Guaranteed Obligations; (e) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents documents evidencing the Guaranteed Obligations, with respect to which the Company Borrower shall be in default; (f) subject to the provisions of the DebenturesCredit Agreement, assign or otherwise transfer the Guaranteed Obligations, including, including without limitation, limitation the assignment and transfer of any Holder’s the Agent's rights and remedies under this Unlimited Guaranty, or any interest therein; (g) deal in all respects with the Company and the GuarantorBorrower, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Unlimited Guaranty were not in effect; (h) extend credit to the Company or the Guarantor Borrower whether or not (1A) notice of election to terminate any of the Transaction Loan Documents or any other agreement among the Holders Agent, the Lenders and the Company or the Guarantor Borrower has been given by the HoldersAgent, on behalf of the Lenders, or by the Company Borrower, (B) the limit of borrowings under the Loan Documents has been or the Guarantor, will be exceeded or (2C) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures Loan Documents or any other agreement among the Holders Agent, the Lenders and the Company or the GuarantorBorrower; (i) replace any existing obligations and the documentation therefore therefor with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations with the Company or the GuarantorBorrower, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders Agent, any Lender and/or other person.

Subsequent Changes. The Each Guarantor expressly agrees that the Agent and each Holder Lender may, in its sole and absolute discretion, without notice to or further assent of the such Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations obligations and liabilities of the such Guarantor hereunder: (ai) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed Obligations; (bii) modify, amend or change any provisions of the Guaranteed Obligations; (ciii) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (div) agree to the substitution, exchange, release or other disposition of the Guarantor Borrower or of all or any part of the collateral securing the Guaranteed Obligations; (ev) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents documents evidencing the Guaranteed Obligations, with respect to which the Company Borrower shall be in default; (fvi) subject to the provisions of the DebenturesCredit Agreement, assign or otherwise transfer the Guaranteed Obligations, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this Guarantyguaranty, or any interest therein; (gvii) deal in all respects with the Company and the GuarantorBorrower, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty guaranty were not in effect; (hviii) extend credit to the Company or the Guarantor Borrower whether or not (1A) notice of election to terminate any of the Transaction Loan Documents or any other agreement among the Holders Agent, the Lenders and the Company or the Guarantor Borrower has been given by the Holders, or by the Company Agent or the GuarantorBorrower, (B) the limit of borrowings under the Loan Documents has been or will be exceeded or (2C) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures Loan Documents or any other agreement among the Holders Agent, the Lenders and the Company or the GuarantorBorrower; (iix) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (jx) settle or compromise any or all of the Guaranteed Obligations obligations with the Company or the GuarantorBorrower, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders Agent, any Lender and/or other person.

Subsequent Changes. The Guarantor expressly agrees that Except as set forth in the Most Recent Financial Statements, since December 31, 2006 (i) the Company and each Holder maySubsidiary has been operated in the ordinary course of business, in its sole and absolute discretion, without notice to or further assent of the Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations and liabilities of the Guarantor hereunder: (ii) there has not been: (a) waive compliance withany material adverse change in the assets, liabilities, condition (financial or otherwise), business or operations of the Company or any default under, or grant any other indulgences with respect to, Subsidiary from that reflected in the Guaranteed Obligations; Most Recent Financial Statements; (b) modifyany damage, amend destruction or change any provisions of the Guaranteed Obligations; loss, whether or not covered by insurance; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (d) agree to the substitution, exchange, release or other disposition of the Guarantor or of all or any part of the collateral securing the Guaranteed Obligations; (e) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed Obligations, with respect to which the Company shall be in default; (f) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed Obligations, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this Guaranty, or any interest therein; (g) deal in all respects with the Company and the Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty were not in effect; (h) extend credit to the Company or the Guarantor whether or not (1) notice of election to terminate any of the Transaction Documents or any other agreement among the Holders and the Company or the Guarantor has been given by the Holders, or waiver by the Company or any Subsidiary of a right material to the Guarantor, condition (financial or otherwise) or the business of the Company and its Subsidiaries taken as a whole or operations and activities of the Company and its Subsidiaries taken as a whole; (2d) any Event of Default, material change or any event amendment to a material contract or arrangement by or under which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or any Subsidiary or any of their respective assets or properties is bound or subject; (e) any rescission, cancellation, settlement, modification or other compromise of any accounts receivable, any indebtedness due thereunder or any guarantee or repurchase obligation related thereto, other than in the Guarantor; ordinary course; (f) any material change in any compensation arrangement or agreement with any Employee of the Company or any of its Subsidiaries; (g) any loans made by the Company or any Subsidiary to their respective Employees, officers or directors other than travel related advances made in the ordinary course of business; (h) any agreement to guarantee the performance or indebtedness of any third-party or to provide indemnification to any third-party, except for a guarantee or indemnification made in the ordinary course or the guarantee or indemnification made by the Company for the benefit of, or on behalf of, a Subsidiary; (i) replace any existing obligations and sale, transfer or lease of, nor the documentation therefore with an amended and restated obligation and assumption or imposition nor the documentation therefor; and satisfaction, discharge or settlement of any mortgage, pledge, lien, encumbrance or hypothecation on or over or from, any of the Company’s or any Subsidiary’s assets, properties or business, except in the ordinary course of the business of the Company or each Subsidiary; (j) settle any change in the accounting methods or compromise any accounting principles or all of the Guaranteed Obligations with practices employed by the Company or the Guarantorany of its Subsidiaries, and/or except as required by Law or US GAAP; nor (k) any other person event or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment condition of any other debts or claims which may at any time character that would reasonably be due or owing expected to the Holders and/or other personhave a Material Adverse Effect.

Subsequent Changes. The Guarantor Subordinated Creditor expressly agrees that each Holder Lender may, in its sole and absolute discretion, without notice to or further assent of the Guarantor Subordinated Creditor and without in any way releasing, affecting or impairing the Guaranteed Obligations obligations and liabilities of the Guarantor such Subordinated Creditor hereunder: (ai) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed ObligationsLoan Documents (including, without limitation, any waiver of a condition to an Advance); (bii) modify, amend or change any provisions of the Guaranteed ObligationsLoan Documents (including, without limitation, any changes to the interest rates, payment schedules or maximum amount of the Senior Indebtedness); (ciii) grant extensions or renewals of or with respect to the Guaranteed ObligationsLoan Documents, and/or effect any release, compromise or settlement in connection therewith; (div) agree to the substitution, exchange, release or other disposition of Borrower, any guarantor or other obligor of the Guarantor Senior Indebtedness or of all or any part of the collateral securing the Guaranteed ObligationsSenior Indebtedness (whether or not anything or any amount is received in return therefor); (ev) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed ObligationsLoan Documents, with respect to which the Company Borrower shall be in default; (fvi) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed ObligationsLoan Documents, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this GuarantyAgreement, or any interest therein; and (gvii) deal in all respects with the Company and the GuarantorBorrower, the Guaranteed Obligations Senior Indebtedness or any collateral Collateral or guaranty securing the Guaranteed Obligations Senior Indebtedness as if this Guaranty Agreement were not in effect; (h) extend credit to the Company or the Guarantor whether or not (1) notice . The obligations of election to terminate any Subordinated Creditor under this Agreement shall be absolute and unconditional, irrespective of the Transaction genuineness, validity, regularity, enforceability or priority of the Loan Documents or any other agreement among circumstances which might otherwise constitute a legal or equitable discharge of a surety or Subordinated Creditor. No exercise or nonexercise by Lender of any right given to it hereunder or under the Holders Loan Documents, and no change, impairment or suspension of any right or remedy of Lender, shall in any way affect any of the Company Subordinated Creditor's obligations hereunder or give Subordinated Creditor any recourse against Lender. No right of any current or future holder of any Senior Indebtedness to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the Guarantor has been given part of Borrower; by any act or failure to act by any such holder, by any act or failure to act by any other holder of the HoldersSenior Indebtedness, or by the Company or the Guarantor, or (2) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or the Guarantor; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations noncompliance by Borrower with the Company or the Guarantorterms hereof, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment regardless of any other debts knowledge thereof which any such holder may have or claims which may at any time otherwise be due or owing to the Holders and/or other personcharged with.

Subsequent Changes. The Each Guarantor expressly agrees that each Holder the Secured Party may, in its sole and absolute discretion, without notice to or further assent of the any Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations and liabilities of the any Guarantor hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed Obligations; (b) modify, amend or change any provisions of the Guaranteed Obligations; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (d) agree to the substitution, exchange, release or other disposition of the any Guarantor or of all or any part of the collateral securing the Guaranteed Obligations; (e) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed Obligations, with respect to which the Company shall be in default; (f) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed Obligations, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this Guaranty, or any interest therein; (g) deal in all respects with the Company and the any Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty were not in effect; (h) extend credit to the Company or the any Guarantor whether or not (1) notice of election to terminate any of the Transaction Documents or any other agreement among the Holders Secured Party and the Company or the Guarantor has been given by the HoldersSecured Party, or by the Company or the any Guarantor, or (2) any Event of Default, or any event which that with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures Promissory Notes or any other agreement among the Holders Secured Party and the Company or the any Guarantor; (ig) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (jh) settle or compromise any or all of the Guaranteed Obligations with the Company or the any Guarantor, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders Secured Party and/or other person.

Subsequent Changes. The Guarantor expressly agrees that each Holder Lender may, in its sole and absolute discretion, without notice to or further assent of the Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations obligations and liabilities of the Guarantor hereunder: (ai) renew, extend, rearrange, modify, release or cancel any payments called for and provisions contained in the Loan Documents, including without limitation, the Note; (ii) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed ObligationsLoan Documents; (biii) modify, amend or change any provisions of the Guaranteed ObligationsLoan Documents; (civ) grant extensions or renewals of or with respect to the Guaranteed ObligationsLoan Documents, and/or effect any release, compromise or settlement in connection therewith; (dv) agree to the substitution, exchange, release or other disposition of the Guarantor or of all or any part of the collateral securing the Guaranteed ObligationsNote; (evi) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed ObligationsLoan Documents, with respect to which the Company Borrower shall be in default; (fvii) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed Obligations, including, Loan Documents including without limitation, the assignment and transfer of any Holder’s rights and remedies under limitation this Guaranty, or any interest therein; (gviii) take, or delay in taking or refuse to take, any and all action with reference to the Note and the other Loan Documents (regardless of whether same might vary the risk or alter the rights, remedies or recourses of Guarantor), including specifically (but without limitation) the settlement or compromise of any amount or performance allegedly due thereunder, and (ix) deal in all respects with Borrower without regard to the Company and the Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if existence of this Guaranty. The obligations of Guarantor under this Guaranty were not in effect; (h) extend credit to the Company or the Guarantor whether or not (1) notice of election to terminate any shall be unconditional, irrespective of the Transaction genuineness, validity, regularity, enforceability, or priority of the Loan Documents or any other agreement among the Holders circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor and the Company or the Guarantor has been given by the Holderswithout regard to any counterclaim, setoff, deduction, or by the Company or the Guarantor, or (2) defense of any Event of Default, or kind which any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred party obligated under the Debentures Loan Documents may have or any other agreement among the Holders and the Company or the Guarantor; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations with the Company or the Guarantor, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders and/or other personassert.

Subsequent Changes. The Guarantor expressly agrees that each Holder may, in its sole and absolute discretion, without notice to or further assent of the Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations and liabilities of the Guarantor hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed Obligations; (b) modify, amend or change any provisions of the Guaranteed Obligations; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (d) agree to the substitution, exchange, release or other disposition of the Guarantor or of all or any part of the collateral securing the Guaranteed Obligations; (e) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other NYK 1089612-4.079338.0012 Transaction Documents evidencing the Guaranteed Obligations, with respect to which the Company shall be in default; (f) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed Obligations, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this Guaranty, or any interest therein; (g) deal in all respects with the Company and the Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty were not in effect; (h) extend credit to the Company or the Guarantor whether or not (1) notice of election to terminate any of the Transaction Documents or any other agreement among the Holders and the Company or the Guarantor has been given by the Holders, or by the Company or the Guarantor, or (2) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or the Guarantor; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations with the Company or the Guarantor, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders and/or other person.

Subsequent Changes. The Each Guarantor expressly agrees that each Holder may, in its sole and absolute discretion, without notice to or further assent of the Guarantor Guarantors and without in any way releasing, affecting or impairing the Guaranteed Obligations and liabilities of the Guarantor Guarantors hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed Obligations; (b) modify, amend or change any provisions of the Guaranteed Obligations; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (d) agree to the substitution, exchange, release or other disposition of the any Guarantor or of all or any part of the collateral securing the Guaranteed Obligations; (e) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed Obligations, with respect to which the Company shall be in default; (f) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed Obligations, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this Guaranty, or any interest therein; (g) deal in all respects with the Company and the GuarantorGuarantors, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty were not in effect; (h) extend credit to the Company or the Guarantor Guarantors whether or not (1) notice of election to terminate any of the Transaction Documents or any other agreement among the Holders and the Company or the Guarantor Guarantors has been given by the Holders, or by the Company or the GuarantorGuarantors, or (2) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or the GuarantorGuarantors; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations with the Company or the GuarantorGuarantors, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders and/or other person.

Subsequent Changes. The Each Guarantor expressly agrees that each Holder may, in its sole and absolute discretion, without notice to or further assent of the any Guarantor and without in any way releasing, affecting or impairing the Guaranteed Obligations and liabilities of the any Guarantor hereunder: (a) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed Obligations; (b) modify, amend or change any provisions of the Guaranteed Obligations; (c) grant extensions or renewals of or with respect to the Guaranteed Obligations, and/or effect any release, compromise or settlement in connection therewith; (d) agree to the substitution, exchange, release or other disposition of the any Guarantor or of all or any part of the collateral securing the Guaranteed Obligations; (e) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed Obligations, with respect to which the Company shall be in default; (f) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed Obligations, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this Guaranty, or any interest therein; (g) deal in all respects with the Company and the any Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty were not in effect; (h) extend credit to the Company or the any Guarantor whether or not (1) notice of election to terminate any of the Transaction Documents or any other agreement among the Holders and the Company or the Guarantor has been given by the Holders, or by the Company or the any Guarantor, or (2) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or the any Guarantor; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations with the Company or the any Guarantor, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment of any other debts or claims which may at any time be due or owing to the Holders and/or other person.

Subsequent Changes. The Guarantor Subordinated Lender expressly agrees that each Holder Senior Lender may, in its sole and absolute discretion, without notice to or further assent of the Guarantor Subordinated Lender or any holder of Subordinated Indebtedness and without in any way releasing, affecting or impairing the Guaranteed Obligations obligations and liabilities of the Guarantor Subordinated Lender or holder hereunder: (ai) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed ObligationsSenior Loan Documents (including, without limitation, any waiver of a condition to an additional loan to be made under the Loan Agreement); (bii) modify, amend or change any provisions of the Guaranteed ObligationsSenior Loan Documents (including, without limitation, any changes to the interest rates, payment schedules or maximum amount of the Senior Indebtedness); (ciii) grant extensions or renewals of or with respect to the Guaranteed ObligationsSenior Loan Documents, and/or effect any release, compromise or settlement in connection therewith; (div) agree to the substitution, exchange, release or other disposition of Borrower, any guarantor or other Obligor of the Guarantor Senior Indebtedness or of all or any part of the any collateral securing the Guaranteed ObligationsSenior Indebtedness (whether or not anything or any amount is received in return therefore); (ev) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed ObligationsSenior Loan Documents, with respect to which the Company Borrower shall be in default; and (fvi) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed ObligationsSenior Loan Documents, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this GuarantyAgreement, or any interest therein; (g) deal in all respects with the Company and the Guarantor, the Guaranteed Obligations or any collateral securing the Guaranteed Obligations as if this Guaranty were not in effect; (h) extend credit to the Company or the Guarantor whether or not (1) notice of election to terminate any . The obligations of the Transaction Subordinated Lender under this Agreement shall be absolute and unconditional, irrespective of the genuineness, validity, regularity, enforceability or priority of the Senior Loan Documents or any other agreement among circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. No exercise or nonexercise by Senior Lender of any right given to it hereunder or under the Holders Senior Loan Documents, and no change, impairment or suspension of any right or remedy of Senior Lender, shall in any way affect any of the Company Subordinated Lxxxxx’s obligations hereunder or give the Guarantor has been given Subordinated Lender any recourse against Senior Lender. No right of any current or future holder of any Senior Indebtedness to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the Holderspart of Borrower; by any act or failure to act by any such holder, by any act or failure to act by any other holder of the Senior Indebtedness, or by the Company or the Guarantor, or (2) any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or the Guarantor; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations noncompliance by Borrower with the Company or the Guarantorterms hereof, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment regardless of any other debts knowledge thereof which any such holder may have or claims which may at any time be due or owing to the Holders and/or other personotherwise charged with.

Subsequent Changes. The Guarantor Subordinated Creditor expressly agrees that each Holder Senior Lender may, in its sole and absolute discretion, without notice to or further assent of the Guarantor Subordinated Creditor or any SUBORDINATION AGREEMENT (SELLER) - PAGE 8 holder of Subordinated Indebtedness and without in any way releasing, affecting or impairing the Guaranteed Obligations obligations and liabilities of the Guarantor Subordinated Creditor or such holder hereunder: (ai) waive compliance with, or any default under, or grant any other indulgences with respect to, the Guaranteed ObligationsLoan Documents (including, without limitation, any waiver of a condition to an Advance); (bii) modify, amend or change any provisions of the Guaranteed ObligationsLoan Documents (including, without limitation, any changes to the interest rates, payment schedules or maximum amount of the Senior Indebtedness); (ciii) grant extensions or renewals of or with respect to the Guaranteed ObligationsLoan Documents, and/or effect any release, compromise or settlement in connection therewith; (div) agree to the substitution, exchange, release or other disposition of any Loan Party, any other guarantor or other obligor of the Guarantor Senior Indebtedness or of all or any part of the collateral securing the Guaranteed ObligationsSenior Indebtedness (whether or not anything or any amount is received in return therefor); (ev) make advances for the purpose of performing any term or covenant contained in the Guaranty Documents or any other Transaction Documents evidencing the Guaranteed ObligationsLoan Documents, with respect to which the Company any Loan Party shall be in default; (fvi) subject to the provisions of the Debentures, assign or otherwise transfer the Guaranteed ObligationsLoan Documents, including, without limitation, the assignment and transfer of any Holder’s rights and remedies under this GuarantyAgreement, or any interest therein; and (gvii) deal in all respects with the Company and the Guarantoreach Loan Party, the Guaranteed Obligations Senior Indebtedness or any collateral Collateral or guaranty securing the Guaranteed Obligations Senior Indebtedness as if this Guaranty Agreement were not in effect; (h) extend credit to the Company or the Guarantor whether or not (1) notice . The obligations of election to terminate any each Loan Party and Subordinated Creditor under this Agreement shall be absolute and unconditional, irrespective of the Transaction genuineness, validity, regularity, enforceability or priority of the Loan Documents or any other agreement among circumstances which might otherwise constitute a legal or equitable discharge of a surety or guarantor. No exercise or nonexercise by Senior Lender of any right given to it hereunder or under the Holders Loan Documents, and no change, impairment or suspension of any right or remedy of Senior Lender, shall in any way affect any of Subordinated Creditor’s obligations hereunder or give Subordinated Creditor any recourse against Senior Lender. No right of any current or future holder of any Senior Indebtedness to enforce subordination as provided herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the Company part of any Loan Party, by any act or failure to act by any such holder, by any act or failure to act by any other holder of the Guarantor has been given by the HoldersSenior Indebtedness, or by the Company or the Guarantor, or (2) any Event of Default, or noncompliance by any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Debentures or any other agreement among the Holders and the Company or the Guarantor; (i) replace any existing obligations and the documentation therefore with an amended and restated obligation and the documentation therefor; and (j) settle or compromise any or all of the Guaranteed Obligations Loan Party with the Company or the Guarantorterms hereof, and/or any other person or persons liable therein, and/or subordinate the payment of same or any part hereof to the payment regardless of any other debts knowledge thereof which any such holder may have or claims which may at any time be due or owing to the Holders and/or other personotherwise charged with.