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 BORROWER OR ANY SECURITY FOR THE GUARANTEED OBLIGATIONS;
AND (VI) EXERCISE ANY OTHER RIGHTS AVAILABLE TO IT UNDER THE LOAN 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 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 OR THE HEDGE AGREEMENTS, 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 OF
THE OTHER LOAN DOCUMENTS, ANY OF THE HEDGE AGREEMENTS 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, SUCH HEDGE AGREEMENT 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 ANY OF THE HEDGE AGREEMENTS OR FROM THE PROCEEDS OF ANY
SECURITY FOR THE GUARANTEED OBLIGATIONS, EXCEPT TO