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
96
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 THE EXTENT SUCH SECURITY ALSO
SERVES AS COLLATERAL FOR INDEBTEDNESS OTHER THAN THE GUARANTEED OBLIGATIONS) TO
THE PAYMENT OF INDEBTEDNESS OTHER THAN THE GUARANTEED OBLIGATIONS, EVEN THOUGH
ANY BENEFICIARY MIGHT HAVE ELECTED TO APPLY SUCH PAYMENT TO ANY PART OR ALL OF
THE GUARANTEED OBLIGATIONS; (V) ANY BENEFICIARY'S CONSENT TO THE CHANGE,
REORGANIZATION OR TERMINATION OF THE CORPORATE STRUCTURE OR EXISTENCE OF
BORROWER OR ANY OF ITS SUBSIDIARIES AND TO ANY CORRESPONDING RESTRUCTURING OF
THE GUARANTEED OBLIGATIONS; (VI) ANY FAILURE TO PERFECT OR CONTINUE PERFECTION
OF A SECURITY INTEREST IN ANY COLLATERAL WHICH SECURES ANY OF THE GUARANTEED
OBLIGATIONS; (VII) ANY DEFENSES, SET-OFFS OR COUNTERCLAIMS WHICH BORROWER MAY
ALLEGE OR ASSERT AGAINST ANY BENEFICIARY IN RESPECT OF THE GUARANTEED
OBLIGATIONS, INCLUDING FAILURE OF