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 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 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 THE GUARANTOR AGAINST ANY SUBSIDIARY
BORROWER OR ANY SECURITY FOR THE GUARANTEED OBLIGATIONS; AND (VI) EXERCISE ANY
OTHER RIGHTS AVAILABLE TO IT UNDER THE LOAN DOCUMENTS; AND
(F)
THIS GUARANTY AND THE OBLIGATIONS OF THE
GUARANTOR 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 THE GUARANTOR SHALL HAVE HAD
NOTICE OR KNOWLEDGE OF ANY OF THEM:
(I) ANY FAILURE OR OMISSION TO ASSERT OR
ENFORCE OR AGREEMENT OR ELECTION NOT TO ASSERT OR ENFORCE, OR THE STAY OR
ENJOINING, BY ORDER OF COURT, BY OPERATION OF LAW OR OTHERWISE, OF THE EXERCISE
OR ENFORCEMENT OF, ANY CLAIM OR DEMAND OR ANY RIGHT, POWER OR REMEDY (WHETHER
ARISING UNDER THE LOAN DOCUMENTS, AT LAW, IN EQUITY OR OTHERWISE) WITH RESPECT
TO THE GUARANTEED OBLIGATIONS OR ANY AGREEMENT RELATING THERETO, OR WITH RESPECT
TO ANY OTHER GUARANTY OF OR SECURITY FOR THE PAYMENT OF THE GUARANTEED
OBLIGATIONS; (II) ANY RESCISSION, WAIVER, AMENDMENT OR MODIFICATION OF, OR ANY
CONSENT TO DEPARTURE FROM, ANY OF THE TERMS OR PROVISIONS (INCLUDING PROVISIONS
RELATING TO EVENTS OF DEFAULT) HEREOF, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT
OR INSTRUMENT EXECUTED PURSUANT THERETO, OR OF ANY OTHER GUARANTY OR SECURITY
FOR THE GUARANTEED OBLIGATIONS, IN EACH CASE WHETHER OR NOT IN ACCORDANCE WITH
THE TERMS HEREOF OR SUCH LOAN DOCUMENT OR ANY AGREEMENT RELATING TO SUCH OTHER
GUARANTY OR SECURITY; (III) THE GUARANTEED OBLIGATIONS, OR ANY AGREEMENT
RELATING THERETO, AT ANY TIME BEING FOUND TO BE ILLEGAL, INVALID OR
UNENFORCEABLE IN ANY RESPECT; (IV) THE APPLICATION OF PAYMENTS RECEIVED FROM ANY
SOURCE (OTHER THAN PAYMENTS RECEIVED PURSUANT TO THE OTHER LOAN DOCUMENTS OR