ms hereby agrees that its obligations hereunder with respect to each letter of credit shall be unconditional and will not be discharged except by complete payment of the amounts payable under such letter of credit, irrespective of any claim as to such letter of credit ’ s validity, regularity or enforceability or the lack of authority of mscs to execute or deliver such letter of credit ; or any change in or amendment to such letter of credit ; or any waiver or consent by beneficiary with respect to any provisions thereof ; or the absence of any action to enforce such letter of credit, or the recovery of any judgment against mscs or of any action to enforce a judgment against mscs under the letter of credit ; any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. ms hereby waives diligence, presentment, demand on mscs for payment or otherwise ( except as provided hereinabove ), filing of claims, requirement of a d - 1 prior proceeding against mscs and protest or notice, except as provided for in any letter of credit with respect to amounts payable by mscs thereunder. if at any time payment under any letter of credit is rescinded or must be otherwise restored or returned by beneficiary upon the insolvency, bankruptcy or reorganization of mscs or ms or otherwise, ms's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by beneficiary. ms represents to beneficiary as of the date hereof : 1. it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this guarantee and to perform the provisions of this guarantee on its part to be performed ; 2. its execution, delivery and performance of this guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by - laws or any law, regulation or contractual restriction binding on it or its assets ; 3. all consents, authorizations, approvals and clearances ( including, without limitation, any necessary exchange control approval ) and notifications, reports and registrations requisite for its due execution, delivery and performance of this guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in