ENTER INTO OR GIVE ANY AGREEMENT, APPROVAL OR CONSENT WITH
RESPECT TO, THE LIABILITIES OR ANY PART THEREOF, OR ANY OF THE LOAN DOCUMENTS OR
ANY SECURITY OR GUARANTEES GRANTED OR ENTERED INTO BY ANY PERSON(S) OTHER THAN
SUCH BORROWER, OR ANY CONDITION, COVENANT, DEFAULT, REMEDY, RIGHT,
REPRESENTATION OR TERM THEREOF OR THEREUNDER; (C) ACCEPT NEW OR ADDITIONAL
INSTRUMENTS, DOCUMENTS OR AGREEMENTS IN EXCHANGE FOR OR RELATIVE TO ANY OF THE
LOAN DOCUMENTS OR THE LIABILITIES OR ANY PART THEREOF, (D) ACCEPT PARTIAL
PAYMENTS ON THE LIABILITIES; (E) RECEIVE AND HOLD ADDITIONAL SECURITY OR
GUARANTEES FOR THE LIABILITIES OR ANY PART THEREOF, (F) 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 LENDERS IN THEIR SOLE AND
ABSOLUTE DISCRETION MAY DETERMINE; (G) RELEASE ANY OTHER PERSON (INCLUDING,
WITHOUT LIMITATION, ANY OTHER BORROWER) FROM ANY PERSONAL LIABILITY WITH RESPECT
TO THE LIABILITIES OR ANY PART THEREOF, (H) WITH RESPECT TO ANY PERSON OTHER
THAN SUCH BORROWER (INCLUDING, WITHOUT LIMITATION, ANY OTHER BORROWER), SETTLE,
RELEASE ON TERMS SATISFACTORY TO THE LENDERS OR BY OPERATION OF APPLICABLE LAWS
OR OTHERWISE LIQUIDATE OR ENFORCE ANY LIABILITIES AND ANY SECURITY THEREFOR OR
GUARANTY THEREOF IN ANY MANNER, CONSENT TO THE TRANSFER OF ANY SECURITY AND BID
AND PURCHASE AT ANY SALE; OR (I) CONSENT TO THE MERGER, CHANGE OR ANY OTHER
RESTRUCTURING OR TERMINATION OF THE CORPORATE OR PARTNERSHIP EXISTENCE OF ANY
OTHER BORROWER OR ANY OTHER PERSON, AND CORRESPONDINGLY AGREE, IN ACCORDANCE
WITH ALL APPLICABLE PROVISIONS OF THE LOAN DOCUMENTS, TO THE RESTRUCTURE OF THE
LIABILITIES, 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 LIABILITIES.
(D)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT, THE
AGENT MAY ENFORCE THE LOAN DOCUMENTS INDEPENDENTLY AS TO EACH BORROWER AND
INDEPENDENTLY OF ANY OTHER REMEDY THE AGENT AT ANY TIME MAY HAVE OR HOLD IN
CONNECTION WITH THE LIABILITIES, AND IT SHALL NOT BE NECESSARY FOR THE AGENT TO
MARSHAL ASSETS IN FAVOR OF ANY BORROWER OR ANY OTHER PERSON OR TO PROCEED UPON
OR AGAINST OR EXHAUST ANY SECURITY OR REMEDY BEFORE PROCEEDING TO ENFORCE THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENTS.
EACH BORROWER EXPRESSLY WAIVES ANY
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RIGHT TO REQUIRE THE AGENT TO MARSHAL ASSETS IN FAVOR OF ANY BORROWER OR ANY
OTHER PERSON OR TO PROCEED AGAINST ANY OTHER BORROWER OR ANY COLLATERAL PROVIDED
BY ANY PERSON, AND AGREES THAT THE AGENT MAY PROCEED AGAINST BORROWERS OR ANY
COLLATERAL IN SUCH ORDER AS THEY SHALL DETERMINE IN THEIR SOLE AND ABSOLUTE
DISCRETION, SUBJECT TO THE TERMS HEREOF.
(E)
THE AGENT MAY FILE A SEPARATE ACTION OR ACTIONS AGAINST ANY BORROWER,
WHETHER ACTION IS BROUGHT OR PROSECUTED WITH RESPECT TO ANY SECURITY OR AGAINST
ANY OTHER PERSON, OR WHETHER ANY