OCCURRENCE OF ANY
OF THE FOLLOWING, WHETHER OR NOT THE GUARANTOR
69
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
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 THE 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 ANY CREDIT PARTY MAY ALLEGE OR ASSERT AGAINST ANY BENEFICIARY IN RESPECT
OF THE GUARANTEED OBLIGATIONS, INCLUDING 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 GUARANTEED
OBLIGATIONS.
7.4
Waivers by Guarantor.
The Guarantor hereby waives, for the benefit of Beneficiaries:
(a) any right to
require any Beneficiary, as a condition of payment or performance by the
Guarantor, to (i) proceed against the Borrower or the Subsidiary Borrowers, any
other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed
against or exhaust any security held from the Borrower or any Subsidiary
Borrower, any such other