which any Loan Guarantor may have at any time against any Obligated
Party, either Administrative Agent, the Issuing Bank, any Lender, or any other
person, whether in connection herewith or in any unrelated transactions.
(B)
THE OBLIGATIONS OF EACH LOAN GUARANTOR HEREUNDER ARE NOT, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, SUBJECT TO ANY DEFENSE OR SETOFF,
COUNTERCLAIM, RECOUPMENT, OR TERMINATION WHATSOEVER BY REASON OF THE INVALIDITY,
ILLEGALITY, OR UNENFORCEABILITY OF ANY OF THE GUARANTEED OBLIGATIONS OR
OTHERWISE, OR ANY PROVISION OF APPLICABLE LAW OR REGULATION PURPORTING TO
PROHIBIT PAYMENT BY ANY OBLIGATED PARTY, OF THE GUARANTEED OBLIGATIONS OR ANY
PART THEREOF.
(C)
FURTHER, THE OBLIGATIONS OF ANY LOAN GUARANTOR HEREUNDER ARE NOT,
TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISCHARGED OR IMPAIRED OR OTHERWISE
AFFECTED BY: (I) THE FAILURE OF EITHER ADMINISTRATIVE AGENT, THE ISSUING BANK OR
ANY LENDER TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY REMEDY WITH RESPECT
TO ALL OR ANY PART OF THE GUARANTEED OBLIGATIONS; (II) ANY WAIVER OR
MODIFICATION OF OR SUPPLEMENT TO ANY PROVISION OF ANY AGREEMENT RELATING TO THE
GUARANTEED OBLIGATIONS; (III) ANY RELEASE, NON-PERFECTION, OR INVALIDITY OF ANY
INDIRECT OR DIRECT SECURITY FOR THE OBLIGATIONS OF EITHER BORROWER FOR ALL OR
ANY PART OF THE GUARANTEED OBLIGATIONS OR ANY OBLIGATIONS OF ANY OTHER GUARANTOR
OF OR OTHER PERSON LIABLE FOR ANY OF THE GUARANTEED OBLIGATIONS; (IV) ANY ACTION
OR FAILURE TO ACT BY EITHER ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER
WITH RESPECT TO ANY COLLATERAL SECURING ANY PART OF THE GUARANTEED OBLIGATIONS;
OR (V) ANY DEFAULT, FAILURE OR DELAY, WILLFUL OR OTHERWISE, IN THE PAYMENT OR
PERFORMANCE OF ANY OF THE GUARANTEED OBLIGATIONS, OR ANY OTHER CIRCUMSTANCE,
ACT, OMISSION OR DELAY THAT MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK
OF SUCH LOAN GUARANTOR OR THAT WOULD OTHERWISE OPERATE AS A
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DISCHARGE OF ANY LOAN GUARANTOR AS A MATTER OF LAW OR EQUITY (OTHER THAN THE
INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE GUARANTEED OBLIGATIONS).
SECTION 10.04
Defenses Waived. To the fullest extent permitted by applicable
law, each Loan Guarantor hereby waives any defense based on or arising out of
any defense of either Borrower or any Loan Guarantor or the unenforceability of
all or any part of the Guaranteed Obligations from any cause, or the cessation
from any cause of the liability of either Borrower or any Loan Guarantor, other
than the indefeasible payment in full in cash of the Guaranteed Obligations.
Without limiting the generality of the foregoing, each Loan Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and, to the
fullest extent permitted by law, any notice not provided for herein, as well as
any requirement that at any time any action be taken by any person against any
Obligated Party, or any other person. Each Administrative Agent may, at its
election, foreclose on any Collateral held by it by one or more judicial or
nonjudicial sales, accept an assignment of any such Collateral in lieu of
foreclosure