MODIFICATION OF, OR ANY CONSENT TO
DEPARTURE FROM, ANY OF THE TERMS OR PROVISIONS OF THE INDENTURE OR ANY AGREEMENT
OR INSTRUMENT EXECUTED PURSUANT THERETO, OR OF ANY GUARANTY OR OTHER SECURITY
FOR THE SECURED OBLIGATIONS, (C) THE SECURED OBLIGATIONS, OR ANY AGREEMENT
RELATING THERETO, AT ANY TIME BEING FOUND TO BE ILLEGAL, INVALID OR
UNENFORCEABLE IN ANY RESPECT, (D) THE APPLICATION OF PAYMENTS RECEIVED FROM ANY
SOURCE TO THE PAYMENT OF INDEBTEDNESS OTHER THAN THE SECURED OBLIGATIONS, EVEN
THOUGH COLLATERAL AGENT MIGHT HAVE ELECTED TO APPLY SUCH PAYMENT TO ANY PART OR
ALL OF THE SECURED OBLIGATIONS, (E) ANY FAILURE TO PERFECT OR CONTINUE
PERFECTION OF A SECURITY INTEREST IN ANY COLLATERAL WHICH SECURES ANY OF THE
SECURED OBLIGATIONS, (F) ANY DEFENSES, SET-OFFS OR COUNTERCLAIMS WHICH COMPANY
MAY ALLEGE OR ASSERT AGAINST COLLATERAL AGENT IN RESPECT OF THE SECURED
OBLIGATIONS, INCLUDING BUT NOT LIMITED TO FAILURE OF CONSIDERATION, BREACH OF
WARRANTY, PAYMENT, STATUTE OF FRAUDS, STATUTE OF LIMITATIONS, ACCORD AND
SATISFACTION AND USURY, AND (G) 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 SUCH PLEDGOR AS AN OBLIGOR IN RESPECT OF THE SECURED
OBLIGATIONS.
(B)
EACH PLEDGOR HEREBY WAIVES, FOR THE BENEFIT OF COLLATERAL AGENT:
(I) ANY RIGHT TO REQUIRE COLLATERAL AGENT, AS A CONDITION OF PAYMENT OR
PERFORMANCE BY SUCH PLEDGOR, TO (A) PROCEED AGAINST COMPANY, ANY GUARANTOR OF
THE SECURED OBLIGATIONS OR ANY OTHER PERSON, (B) PROCEED AGAINST OR EXHAUST ANY
OTHER SECURITY HELD FROM COMPANY, ANY GUARANTOR OF THE SECURED OBLIGATIONS OR
ANY OTHER PERSON, (C) PROCEED AGAINST OR HAVE RESORT TO ANY BALANCE OF
27
ANY DEPOSIT ACCOUNT OR CREDIT ON THE BOOKS OF COLLATERAL AGENT IN FAVOR OF
COMPANY OR ANY OTHER PERSON, OR (D) PURSUE ANY OTHER REMEDY IN THE POWER OF
COLLATERAL AGENT WHATSOEVER; (II) ANY DEFENSE ARISING BY REASON OF THE
INCAPACITY, LACK OF AUTHORITY OR ANY DISABILITY OR OTHER DEFENSE OF COMPANY
INCLUDING, WITHOUT LIMITATION, ANY DEFENSE BASED ON OR ARISING OUT OF THE LACK
OF VALIDITY OR THE UNENFORCEABILITY OF THE SECURED OBLIGATIONS OR ANY AGREEMENT
OR INSTRUMENT RELATING THERETO OR BY REASON OF THE CESSATION OF THE LIABILITY OF
COMPANY FROM ANY CAUSE OTHER THAN PAYMENT IN FULL OF THE SECURED OBLIGATIONS;
(III) ANY DEFENSE BASED UPON ANY STATUTE OR RULE OF LAW WHICH PROVIDES THAT THE
OBLIGATION OF A SURETY MUST BE NEITHER LARGER IN AMOUNT NOR IN OTHER RESPECTS
MORE BURDENSOME THAN THAT OF THE PRINCIPAL; (IV) ANY DEFENSE BASED UPON
COLLATERAL AGENT'S ERRORS OR OMISSIONS IN THE ADMINISTRATION OF THE SECURED
OBLIGATIONS, EXCEPT BEHAVIOR WHICH AMOUNTS TO BAD FAITH; (V) (A) ANY PRINCIPLES
OR PROVISIONS OF LAW, STATUTORY OR OTHERWISE, WHICH ARE OR MIGHT BE IN CONFLICT
WITH THE TERMS OF THIS AGREEMENT AND ANY LEGAL OR EQUITABLE DISCHARGE OF SUCH
PLEDGOR'S OBLIGATIONS HEREUNDER, (B) THE BENEFIT OF ANY STATUTE OF LIMITATIONS
AFFECTING SUCH PLEDGOR'S LIABILITY HEREUNDER OR THE ENFORCEMENT HEREOF,