IN PART, BY ANY ACTION OR THING
WHICH MIGHT, BUT FOR THIS PROVISION OF THIS AGREEMENT, BE DEEMED A LEGAL OR
EQUITABLE DISCHARGE OF A SURETY OR GUARANTOR, OTHER THAN IRREVOCABLE PAYMENT AND
PERFORMANCE IN FULL OF THE OBLIGATIONS (EXCEPT FOR CONTINGENT INDEMNITY AND
OTHER CONTINGENT OBLIGATIONS NOT YET DUE AND PAYABLE) AT A TIME AFTER ANY
OBLIGATION OF ANY LENDER HEREUNDER TO MAKE THE LOANS AND TO ISSUE LETTERS OF
CREDIT SHALL HAVE EXPIRED OR BEEN TERMINATED AND ALL OUTSTANDING LETTERS OF
CREDIT SHALL HAVE EXPIRED OR THE LIABILITY OF SUCH LENDER THEREON SHALL HAVE
OTHERWISE BEEN DISCHARGED.
THE PURPOSE AND INTENT OF THIS AGREEMENT IS THAT THE
OBLIGATIONS CONSTITUTE THE DIRECT AND PRIMARY OBLIGATIONS OF EACH LOAN PARTY AND
THAT THE COVENANTS, AGREEMENTS AND ALL OBLIGATIONS OF EACH LOAN PARTY HEREUNDER
BE ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE.
EACH LOAN PARTY SHALL BE AND REMAIN
LIABLE FOR ANY DEFICIENCY REMAINING AFTER FORECLOSURE OF ANY MORTGAGE, DEED OF
TRUST OR SECURITY AGREEMENT SECURING ALL OR ANY PART OF THE OBLIGATIONS, WHETHER
OR NOT THE LIABILITY OF ANY OTHER PERSON FOR SUCH DEFICIENCY IS DISCHARGED
PURSUANT TO STATUTE, JUDICIAL DECISION OR OTHERWISE.
(C)
OTHER TRANSACTIONS.
EACH OF AGENT AND EACH LENDER IS EXPRESSLY
AUTHORIZED TO EXCHANGE, SURRENDER OR RELEASE WITH OR WITHOUT CONSIDERATION ANY
OR ALL COLLATERAL AND SECURITY WHICH MAY AT ANY TIME BE PLACED WITH IT BY THE
LOAN PARTIES OR BY ANY OTHER PERSON ON BEHALF OF THE LOAN PARTIES, OR TO FORWARD
OR DELIVER ANY OR ALL SUCH COLLATERAL AND SECURITY DIRECTLY TO THE LOAN PARTIES
FOR COLLECTION AND REMITTANCE OR FOR CREDIT.
NO INVALIDITY, IRREGULARITY OR
UNENFORCEABILITY OF ANY SECURITY FOR THE OBLIGATIONS OR OTHER RECOURSE WITH
RESPECT THERETO SHALL AFFECT, IMPAIR OR BE A DEFENSE TO THE LOAN PARTIES'
OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. THE LIABILITIES OF
EACH LOAN PARTY HEREUNDER SHALL NOT BE AFFECTED OR IMPAIRED BY ANY FAILURE,
DELAY, NEGLECT OR
59
OMISSION ON THE PART OF AGENT OR ANY LENDER TO REALIZE UPON ANY OF THE
OBLIGATIONS OF ANY OTHER LOAN PARTY TO AGENT OR SUCH LENDER, OR UPON ANY
COLLATERAL OR SECURITY FOR ANY OR ALL OF THE OBLIGATIONS, NOR BY THE TAKING BY
AGENT OR SUCH LENDER OF (OR THE FAILURE TO TAKE) ANY GUARANTY OR GUARANTIES TO
SECURE THE OBLIGATIONS, NOR BY THE TAKING BY AGENT OR SUCH LENDER OF (OR THE
FAILURE TO TAKE OR THE FAILURE TO PERFECT ITS SECURITY INTEREST IN OR OTHER LIEN
ON) COLLATERAL OR SECURITY OF ANY KIND.
NO ACT OR OMISSION OF AGENT OR ANY
LENDER, WHETHER OR NOT SUCH ACTION OR FAILURE TO ACT VARIES OR INCREASES THE
RISK OF, OR AFFECTS THE RIGHTS OR REMEDIES OF A LOAN PARTY, SHALL AFFECT OR
IMPAIR THE OBLIGATIONS OF THE LOAN PARTIES HEREUNDER.
(D)
ACTIONS NOT REQUIRED.
EACH LOAN PARTY, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY WAIVES ANY AND ALL RIGHT TO CAUSE A MARSHALING OF THE
ASSETS OF ANY OTHER LOAN PARTY OR ANY OTHER ACTION