CIRCUMSTANCES THAT
MIGHT OTHERWISE CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY
OR GUARANTOR.
EACH BORROWER SHALL BE REGARDED, AND SHALL BE IN THE SAME
POSITION, AS PRINCIPAL DEBTOR WITH RESPECT TO THE OBLIGATIONS GUARANTEED
HEREUNDER.
(B)
WAIVERS BY BORROWERS.
EACH BORROWER EXPRESSLY WAIVES ALL RIGHTS IT
MAY HAVE NOW OR IN THE FUTURE UNDER ANY STATUTE, OR AT COMMON LAW, OR AT LAW OR
IN EQUITY, OR OTHERWISE, TO COMPEL THE ADMINISTRATIVE AGENT OR LENDERS TO
MARSHAL ASSETS OR TO PROCEED IN RESPECT OF THE OBLIGATIONS GUARANTEED HEREUNDER
AGAINST ANY OTHER BORROWER OR SUBSIDIARY, ANY OTHER PARTY OR AGAINST ANY
SECURITY FOR THE PAYMENT AND PERFORMANCE OF THE OBLIGATIONS BEFORE PROCEEDING
AGAINST, OR AS A CONDITION TO PROCEEDING AGAINST, SUCH BORROWER.
EACH BORROWER
CONSENTS AND AGREES THAT THE ADMINISTRATIVE AGENT OR THE LENDERS MAY, AT ANY
TIME AND FROM TIME TO TIME, WITHOUT
134
NOTICE OR DEMAND, WHETHER BEFORE OR AFTER ANY ACTUAL OR PURPORTED TERMINATION,
REPUDIATION OR REVOCATION OF THIS AGREEMENT BY ANY BORROWER, AND WITHOUT
AFFECTING THE ENFORCEABILITY OR CONTINUING EFFECTIVENESS HEREOF AS TO SUCH
BORROWER:
(I) AS PERMITTED UNDER THIS AGREEMENT, SUPPLEMENT, RESTATE, MODIFY,
AMEND, INCREASE, DECREASE, EXTEND, RENEW OR OTHERWISE CHANGE THE TIME FOR
PAYMENT OR THE TERMS OF THIS AGREEMENT OR ANY PART THEREOF, INCLUDING ANY
INCREASE OR DECREASE OF THE RATE(S) OF INTEREST THEREON; (II) AS PERMITTED UNDER
THIS AGREEMENT, SUPPLEMENT, RESTATE, MODIFY, AMEND, INCREASE, DECREASE, OR ENTER
INTO OR GIVE ANY AGREEMENT WITH RESPECT TO, THIS AGREEMENT OR ANY PART THEREOF,
OR ANY OF THE SECURITY DOCUMENTS; (III) WAIVE, APPROVE OR CONSENT TO ANY ACTION,
CONDITION, COVENANT, DEFAULT, REMEDY, RIGHT, REPRESENTATION OR TERM OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT; (IV) ACCEPT PARTIAL PAYMENTS; (V) RELEASE,
RECONVEY, TERMINATE, WAIVE, ABANDON, FAIL TO PERFECT, SUBORDINATE, EXCHANGE,
SUBSTITUTE, TRANSFER OR ENFORCE ANY SECURITY OR GUARANTEES, AND APPLY ANY
SECURITY AND DIRECT THE ORDER OR MANNER OF SALE THEREOF AS THE AGENTS OR LENDERS
IN THEIR SOLE AND ABSOLUTE DISCRETION MAY DETERMINE; (VI) RELEASE ANY PERSON
FROM ANY PERSONAL LIABILITY WITH RESPECT TO THIS AGREEMENT OR ANY PART THEREOF;
(VII) SETTLE, RELEASE ON TERMS SATISFACTORY TO THE REQUIRED LENDERS OR BY
OPERATION OF APPLICABLE LAWS OR OTHERWISE LIQUIDATE OR ENFORCE ANY SECURITY OR
GUARANTY IN ANY MANNER, CONSENT TO THE TRANSFER OF ANY SECURITY AND BID AND
PURCHASE AT ANY SALE; OR (VIII) CONSENT TO THE MERGER, CHANGE OR ANY OTHER
RESTRUCTURING OR TERMINATION OF THE CORPORATE OR PARTNERSHIP EXISTENCE OF ANY
BORROWER OR ANY OTHER PERSON, AND CORRESPONDINGLY RESTRUCTURE THE OBLIGATIONS
EVIDENCED HEREBY, AND ANY SUCH MERGER, CHANGE, RESTRUCTURING OR TERMINATION
SHALL NOT AFFECT THE LIABILITY OF ANY BORROWER OR THE CONTINUING EFFECTIVENESS
HEREOF, OR THE ENFORCEABILITY HEREOF WITH RESPECT TO ALL OR ANY PART OF THE
OBLIGATIONS EVIDENCED HEREBY.
IT IS AGREED AMONG EACH BORROWER, THE
ADMINISTRATIVE AGENT AND LENDERS THAT THE FOREGOING CONSENTS AND WAIVERS ARE OF
THE ESSENCE OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THAT, BUT FOR THE PROVISIONS