DEPARTURE FROM, ANY OF THE TERMS OR PROVISIONS (INCLUDING, WITHOUT
LIMITATION, PROVISIONS RELATING TO EVENTS OF DEFAULT) OF THE CREDIT AGREEMENT,
ANY OF THE OTHER LOAN DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT EXECUTED PURSUANT
THERETO, OR OF ANY OTHER GUARANTY OR SECURITY FOR THE GUARANTIED OBLIGATIONS, IN
EACH CASE WHETHER OR NOT IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT OR
SUCH LOAN
4
DOCUMENT OR ANY AGREEMENT RELATING TO SUCH OTHER GUARANTY OR SECURITY; (III) THE
GUARANTIED 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 FROM THE PROCEEDS OF ANY SECURITY FOR
THE GUARANTIED OBLIGATIONS, EXCEPT TO THE EXTENT SUCH SECURITY ALSO SERVES AS
COLLATERAL FOR INDEBTEDNESS OTHER THAN THE GUARANTIED OBLIGATIONS) TO THE
PAYMENT OF INDEBTEDNESS OTHER THAN THE GUARANTIED OBLIGATIONS, EVEN THOUGH ANY
BENEFICIARY MIGHT HAVE ELECTED TO APPLY SUCH PAYMENT TO ANY PART OR ALL OF THE
GUARANTIED OBLIGATIONS; (V) ANY BENEFICIARY'S CONSENT TO THE CHANGE,
REORGANIZATION OR TERMINATION OF THE CORPORATE STRUCTURE OR EXISTENCE OF THE
BORROWER AND TO ANY CORRESPONDING RESTRUCTURING OF THE GUARANTIED OBLIGATIONS;
(VI) ANY FAILURE TO PERFECT OR CONTINUE PERFECTION OF A SECURITY INTEREST IN ANY
COLLATERAL WHICH SECURES ANY OF THE GUARANTIED OBLIGATIONS; (VII) ANY DEFENSES,
SET-OFFS OR COUNTERCLAIMS WHICH THE BORROWER MAY ALLEGE OR ASSERT AGAINST ANY
BENEFICIARY IN RESPECT OF THE GUARANTIED OBLIGATIONS, INCLUDING BUT NOT LIMITED
TO FAILURE OF CONSIDERATION, BREACH OF WARRANTY, PAYMENT, STATUTE OF FRAUDS,
STATUTE OF LIMITATIONS, ACCORD AND SATISFACTION AND USURY; AND (VIII) ANY OTHER
ACT OR THING OR OMISSION, OR DELAY TO DO ANY OTHER ACT OR THING, WHICH MAY OR
MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF THE GUARANTOR AS AN
OBLIGOR IN RESPECT OF THE GUARANTIED OBLIGATIONS.
(G)
SHOULD THE GUARANTOR BECOME INSOLVENT, FAIL TO PAY ITS DEBTS
GENERALLY AS THEY BECOME DUE, VOLUNTARILY SEEK, CONSENT TO, OR ACQUIESCE IN THE
BENEFITS OF ANY DEBTOR RELIEF LAW OR BECOME A PARTY TO OR BE MADE THE SUBJECT OF
ANY PROCEEDING PROVIDED FOR BY ANY DEBTOR RELIEF LAW (OTHER THAN AS A CREDITOR
OR CLAIMANT) THAT COULD SUSPEND OR OTHERWISE ADVERSELY AFFECT THE RIGHTS OF
BENEFICIARIES HEREUNDER, THEN, THE GUARANTIED OBLIGATIONS SHALL BE, AS BETWEEN
THE GUARANTOR AND THE BENEFICIARIES, A FULLY MATURED, DUE, AND PAYABLE
OBLIGATION OF THE GUARANTOR TO THE BENEFICIARIES, PAYABLE IN FULL BY THE
GUARANTOR TO THE BENEFICIARIES UPON DEMAND, WHICH OBLIGATIONS SHALL BE AN AMOUNT
EQUAL TO THE ESTIMATED AMOUNT OWING IN RESPECT OF THE CONTINGENT CLAIM CREATED
HEREUNDER AS REASONABLY ESTIMATED BY THE BENEFICIARIES UNLESS THE PETITION OR
APPLICATION DESCRIBED ABOVE WHICH WAS FILED OR COMMENCED AGAINST THE GUARANTOR
IS DISMISSED WITHIN 60 DAYS FROM THE DATE OF FILING.
SECTION 2.5
WAIVERS BY THE GUARANTOR.
THE GUARANTOR HEREBY WAIVES,
FOR THE BENEFIT OF THE BENEFICIARIES:
(A)
ANY RIGHT TO REQUIRE ANY BENEFICIARY, AS A CONDITION OF