ANY RIGHT TO REQUIRE THAT ANY RESORT BE HAD BY THE PAYING
AGENT OR ANY OTHER CREDIT PARTY TO ANY SECURITY HELD FOR THE PAYMENT OF THE
OBLIGATIONS OR TO ANY BALANCE OF ANY DEPOSIT ACCOUNT OR CREDIT ON THE BOOKS OF
THE PAYING AGENT OR ANY OTHER CREDIT PARTY IN FAVOR OF THE BORROWER OR ANY OTHER
PERSON.
SECTION 2.03.
LIMITATIONS.
(A)
EXCEPT FOR (X) TERMINATION OF A GUARANTOR'S
OBLIGATIONS HEREUNDER AS EXPRESSLY PROVIDED IN SECTION 4.10 AND (Y) THE
LIMITATIONS WITH RESPECT TO THE BLOOMINGDALE'S PARTIES SET FORTH IN SECTION
2.01, THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER SHALL NOT BE SUBJECT TO ANY
REDUCTION, LIMITATION, IMPAIRMENT OR TERMINATION FOR ANY REASON, INCLUDING ANY
CLAIM OF WAIVER, RELEASE, SURRENDER, ALTERATION OR COMPROMISE, AND SHALL NOT BE
SUBJECT TO ANY DEFENSE OR SET-OFF, COUNTERCLAIM, RECOUPMENT OR TERMINATION
WHATSOEVER BY REASON OF THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF THE
OBLIGATIONS OR OTHERWISE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE
OBLIGATIONS OF EACH GUARANTOR HEREUNDER SHALL NOT BE DISCHARGED OR IMPAIRED OR
OTHERWISE AFFECTED BY (I) THE FAILURE OF THE PAYING AGENT OR ANY OTHER CREDIT
PARTY TO ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY RIGHT OR REMEDY UNDER THE
PROVISIONS OF ANY LOAN DOCUMENT OR OTHERWISE; (II) ANY RESCISSION, WAIVER,
AMENDMENT OR MODIFICATION OF, OR ANY RELEASE FROM ANY OF THE TERMS OR PROVISIONS
OF, ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT; (III) THE RELEASE OF ANY SECURITY
HELD BY THE PAYING AGENT OR ANY OTHER CREDIT PARTY FOR THE OBLIGATIONS OR ANY OF
THEM; (IV) ANY DEFAULT, FAILURE OR DELAY, WILFUL OR OTHERWISE, IN THE PAYMENT OF
THE OBLIGATIONS; OR (V) ANY OTHER ACT OR OMISSION THAT MAY OR MIGHT IN ANY
MANNER OR TO ANY EXTENT VARY THE RISK OF ANY GUARANTOR OR OTHERWISE OPERATE AS A
DISCHARGE OF ANY GUARANTOR AS A MATTER OF LAW OR EQUITY (OTHER THAN THE PAYMENT
IN FULL IN CASH OF ALL THE OBLIGATIONS).
EACH OF THE GUARANTORS EXPRESSLY
AUTHORIZES THE CREDIT PARTIES TO TAKE AND HOLD SECURITY FOR THE PAYMENT AND
PERFORMANCE OF THE OBLIGATIONS, TO EXCHANGE, WAIVE OR RELEASE ANY OR ALL SUCH
SECURITY (WITH OR WITHOUT CONSIDERATION), TO ENFORCE OR APPLY SUCH SECURITY AND
DIRECT THE ORDER AND MANNER OF ANY SALE THEREOF IN THEIR SOLE DISCRETION OR TO
RELEASE OR SUBSTITUTE ANY ONE OR MORE OTHER GUARANTORS OR OBLIGORS UPON OR IN
RESPECT OF THE OBLIGATIONS, ALL WITHOUT AFFECTING THE OBLIGATIONS OF ANY OF THE
GUARANTORS HEREUNDER.
(B)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH GUARANTOR WAIVES
ANY DEFENSE BASED ON OR ARISING OUT OF ANY DEFENSE OF THE BORROWER OR THE
UNENFORCEABILITY OF THE OBLIGATIONS OR ANY PART THEREOF FROM ANY CAUSE, OR THE
CESSATION FROM ANY CAUSE OF THE LIABILITY OF THE BORROWER, OTHER THAN THE
PAYMENT IN FULL IN CASH OF ALL THE OBLIGATIONS.
THE PAYING AGENT AND THE OTHER
CREDIT PARTIES MAY, AT THEIR ELECTION, FORECLOSE ON ANY SECURITY HELD BY ONE OR
MORE OF THEM BY ONE OR MORE