TO BE MERITORIOUS OR WORTHY OF
SETTLEMENT OR COMPLIANCE, OR PURSUE OR EXHAUST APPEALS), ALL AS THOUGH SUCH
AMOUNT HAD NOT BEEN PAID.
THE RIGHTS AND PRIORITIES OF THE AGENT CREATED OR
GRANTED HEREIN AND THE ENFORCEABILITY OF THE LOAN DOCUMENTS AT ALL TIMES SHALL
REMAIN EFFECTIVE TO COVER THE FULL AMOUNT OF ALL THE LIABILITIES EVEN THOUGH THE
LIABILITIES, INCLUDING ANY PART THEREOF OR ANY OTHER SECURITY OR GUARANTY
THEREFOR, MAY BE OR HEREAFTER MAY BECOME INVALID OR OTHERWISE UNENFORCEABLE AS
AGAINST ANY BORROWER AND WHETHER OR NOT ANY OTHER BORROWER SHALL HAVE ANY
PERSONAL LIABILITY WITH RESPECT THERETO.
125
(G)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER, FOR
ITSELF, EXPRESSLY WAIVES ANY AND ALL DEFENSES NOW OR HEREAFTER ARISING OR THAT
OTHERWISE MIGHT BE ASSERTED BY REASON OF (A) ANY DISABILITY OR OTHER DEFENSE OF
ANY OTHER BORROWER WITH RESPECT TO THE LIABILITIES OR WITH RESPECT TO THE
ENFORCEABILITY OF THE AGENT'S SECURITY INTEREST IN OR ENCUMBRANCE ON ANY
COLLATERAL SECURING ANY OF THE LIABILITIES (INCLUDING, WITHOUT LIMITATION, THE
COLLATERAL), (B) THE UNENFORCEABILITY OR INVALIDITY OF ANY SECURITY OR GUARANTY
FOR THE LIABILITIES OR THE LACK OF PERFECTION OR CONTINUING PERFECTION OR
FAILURE OF PRIORITY OF ANY SECURITY FOR THE LIABILITIES, (C) THE CESSATION FOR
ANY CAUSE WHATSOEVER OF THE LIABILITY OF ANY OTHER BORROWER (OTHER THAN BY
REASON OF THE FULL PAYMENT AND PERFORMANCE OF ALL LIABILITIES), (D) ANY FAILURE
OF THE AGENT TO GIVE NOTICE OF SALE OR OTHER DISPOSITION OF COLLATERAL TO ANY
OTHER BORROWER OR ANY OTHER PERSON OTHER THAN SUCH WAIVING BORROWER, OR ANY
DEFECT IN ANY NOTICE THAT MAY BE GIVEN TO ANY OTHER BORROWER FOR ANY OTHER
PERSON OTHER THAN SUCH WAIVING BORROWER, IN CONNECTION WITH ANY SALE OR
DISPOSITION OF ANY COLLATERAL SECURING THE LIABILITIES OR ANY OF THEM
(INCLUDING, WITHOUT LIMITATION, THE COLLATERAL), (E) ANY FAILURE OF THE AGENT TO
COMPLY WITH APPLICABLE LAW IN CONNECTION WITH THE SALE OR OTHER DISPOSITION OF
ANY COLLATERAL OR OTHER SECURITY FOR ANY LIABILITIES THAT IS OWNED BY ANOTHER
BORROWER OR BY ANY OTHER PERSON OTHER THAN SUCH WAIVING BORROWER, INCLUDING ANY
FAILURE OF THE AGENT TO CONDUCT A COMMERCIALLY REASONABLE SALE OR OTHER
DISPOSITION OF ANY SUCH COLLATERAL OR OTHER SECURITY FOR ANY LIABILITIES,
(F) ANY ACT OR OMISSION OF THE AGENT OR OTHERS THAT DIRECTLY OR INDIRECTLY
RESULTS IN OR AIDS THE DISCHARGE OR RELEASE OF ANY OTHER BORROWER, OR THE
LIABILITIES OF ANY OTHER BORROWER, OR ANY SECURITY OR GUARANTY THEREFOR, BY
OPERATION OF LAW OR OTHERWISE, OR (G) ANY LAW WHICH PROVIDES THAT THE OBLIGATION
OF A SURETY OR GUARANTOR MUST NEITHER BE LARGER IN AMOUNT NOR IN OTHER RESPECTS
MORE BURDENSOME THAN THAT OF THE PRINCIPAL OR WHICH REDUCES A SURETY'S OR
GUARANTOR'S OBLIGATION IN PROPORTION TO THE PRINCIPAL OBLIGATION.
UNTIL SUCH
TIME, IF ANY, AS ALL OF THE LIABILITIES (OTHER THAN CONTINGENT LIABILITIES AND
INDEMNITIES WHICH SURVIVE REPAYMENT OF THE LOANS) HAVE BEEN PAID AND PERFORMED
IN FULL AND NO PORTION OF