IS BINDING UPON AND
ENFORCEABLE AGAINST EACH BORROWER, (III) THE LIABILITY OF EACH BORROWER
(A) SHALL BE ABSOLUTE AND UNCONDITIONAL AND SHALL REMAIN IN FULL FORCE AND
EFFECT (OR BE REINSTATED) UNTIL ALL THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL
AND THE EXPIRATION OF ANY APPLICABLE PREFERENCE OR SIMILAR PERIOD PURSUANT TO
ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAW, OR AT LAW
OR IN EQUITY, WITHOUT ANY CLAIM HAVING BEEN MADE BEFORE THE EXPIRATION OF SUCH
PERIOD ASSERTING AN INTEREST IN ALL OR ANY PART OF ANY PAYMENT(S) RECEIVED BY
THE ADMINISTRATIVE AGENT, AND (B) UNTIL SUCH PAYMENT HAS BEEN MADE, SHALL NOT BE
DISCHARGED, AFFECTED, MODIFIED OR IMPAIRED ON THE HAPPENING FROM TIME TO TIME OF
ANY EVENT, INCLUDING, WITHOUT LIMITATION, ANY OF THE FOLLOWING, WHETHER OR NOT
WITH NOTICE TO OR THE CONSENT OF THE CREDIT PARTIES OR ANY OTHER PERSON, (1) THE
WAIVER, COMPROMISE, SETTLEMENT, RELEASE, TERMINATION OR AMENDMENT (INCLUDING,
WITHOUT LIMITATION, ANY EXTENSION OR POSTPONEMENT OF THE TIME FOR PAYMENT OR
PERFORMANCE OR RENEWAL OR REFINANCING) OF ANY OR ALL OF THE OBLIGATIONS OR
AGREEMENTS OF ANY CREDIT PARTY UNDER THIS AGREEMENT OR ANY CREDIT DOCUMENT,
(2) THE FAILURE TO GIVE NOTICE TO THE CREDIT PARTIES OF THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER ANY OF THE CREDIT DOCUMENTS, (3) THE RELEASE,
SUBSTITUTION OR EXCHANGE BY THE ADMINISTRATIVE AGENT OF ANY OR ALL OF THE
COLLATERAL (WHETHER WITH OR WITHOUT CONSIDERATION) OR THE ACCEPTANCE BY THE
ADMINISTRATIVE AGENT OF ANY ADDITIONAL COLLATERAL OR THE AVAILABILITY OR CLAIMED
AVAILABILITY OF ANY OTHER COLLATERAL OR SOURCE OF REPAYMENT OR ANY NONPERFECTION
OR OTHER IMPAIRMENT OF COLLATERAL, (4) THE RELEASE OF ANY PERSON PRIMARILY OR
SECONDARILY LIABLE FOR ALL OR ANY PART OF THE OBLIGATIONS, WHETHER BY THE
ADMINISTRATIVE AGENT OR IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY
LIQUIDATION, DISSOLUTION, RECEIVERSHIP, INSOLVENCY, BANKRUPTCY, ASSIGNMENT FOR
THE BENEFIT OF CREDITORS OR SIMILAR EVENT OR PROCEEDING AFFECTING ANY OR ALL OF
THE CREDIT PARTIES OR ANY OTHER PERSON WHO, OR ANY OF WHOSE PROPERTY, SHALL AT
THE TIME IN QUESTION BE OBLIGATED IN RESPECT OF THE OBLIGATIONS OR ANY PART
THEREOF, OR (5) TO THE EXTENT PERMITTED BY REQUIREMENTS OF LAW, ANY OTHER EVENT,
OCCURRENCE, ACTION OR CIRCUMSTANCE THAT WOULD, IN THE ABSENCE OF THIS SECTION,
RESULT IN THE RELEASE OR DISCHARGE OF ANY OR ALL OF THE BORROWERS FROM THE
PERFORMANCE OR OBSERVANCE OF ANY OBLIGATION, COVENANT OR AGREEMENT CONTAINED IN
THIS AGREEMENT OR THE CREDIT DOCUMENTS, (IV) THE ADMINISTRATIVE AGENT SHALL NOT
BE REQUIRED FIRST TO INITIATE ANY SUIT OR TO EXHAUST ITS REMEDIES AGAINST THE
CREDIT PARTIES OR ANY OTHER PERSON TO BECOME LIABLE, OR AGAINST ANY OF THE
COLLATERAL, IN ORDER TO ENFORCE THIS AGREEMENT OR THE CREDIT DOCUMENTS AND THE
CREDIT PARTIES EXPRESSLY AGREE THAT, NOTWITHSTANDING THE OCCURRENCE OF ANY OF
THE FOREGOING, EACH BORROWER SHALL BE AND REMAIN DIRECTLY AND PRIMARILY LIABLE
FOR ALL SUMS DUE UNDER THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS,
(V) WHEN MAKING ANY DEMAND HEREUNDER