BY EACH GRANTOR AND THE SECURED PARTY, AND NO
WAIVER OF ANY PROVISION OF THIS AGREEMENT, AND NO CONSENT TO ANY DEPARTURE BY A
GRANTOR THEREFROM, SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY THE
SECURED PARTY, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE
SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN. ANY AMENDMENT OR
WAIVER EFFECTED IN ACCORDANCE WITH THIS SECTION SHALL BE BINDING UPON ALL
PARTIES OF THIS AGREEMENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNEES.
(B)
NO FAILURE ON THE PART OF THE SECURED PARTY TO EXERCISE, AND NO
DELAY IN EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE AS A WAIVER THEREOF; NOR
SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT.
THE RIGHTS AND
REMEDIES OF THE SECURED PARTY OR ANY BUYER PROVIDED HEREIN ARE CUMULATIVE AND
ARE IN ADDITION TO, AND NOT EXCLUSIVE OF, ANY RIGHTS OR REMEDIES PROVIDED BY
LAW.
(C)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH GRANTOR HEREBY
WAIVES PROMPTNESS, DILIGENCE, NOTICE OF ACCEPTANCE AND ANY OTHER NOTICE WITH
RESPECT TO ANY OF THE OBLIGATIONS AND THIS AGREEMENT AND ANY REQUIREMENT THAT
THE SECURED PARTY EXHAUST ANY RIGHT OR TAKE ANY ACTION AGAINST ANY OTHER PERSON
OR ANY COLLATERAL.
EACH GRANTOR ACKNOWLEDGES THAT IT WILL RECEIVE DIRECT AND
INDIRECT BENEFITS FROM THE FINANCING ARRANGEMENTS CONTEMPLATED HEREIN AND THAT
THE WAIVER SET FORTH IN THIS SECTION 10(C) IS KNOWINGLY MADE IN CONTEMPLATION OF
SUCH BENEFITS.
THE GRANTORS HEREBY WAIVE ANY RIGHT TO REVOKE THIS AGREEMENT,
AND ACKNOWLEDGE THAT THIS AGREEMENT IS CONTINUING IN NATURE AND APPLIES TO ALL
OBLIGATIONS, WHETHER EXISTING NOW OR IN THE FUTURE.
(D)
NO GRANTOR MAY EXERCISE ANY RIGHTS THAT IT MAY NOW OR HEREAFTER
ACQUIRE AGAINST ANY OTHER GRANTOR THAT ARISE FROM THE EXISTENCE, PAYMENT,
PERFORMANCE OR ENFORCEMENT OF ANY GRANTOR'S OBLIGATIONS UNDER THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF
SUBROGATION, REIMBURSEMENT, EXONERATION, CONTRIBUTION OR INDEMNIFICATION AND ANY
RIGHT TO PARTICIPATE IN ANY CLAIM OR REMEDY OF THE SECURED PARTY AGAINST ANY
GRANTOR OR ANY COLLATERAL, WHETHER OR NOT SUCH CLAIM, REMEDY OR RIGHT ARISES IN
EQUITY OR UNDER CONTRACT, STATUTE OR COMMON LAW, INCLUDING, WITHOUT LIMITATION,
THE RIGHT TO TAKE OR RECEIVE FROM ANY GRANTOR, DIRECTLY OR INDIRECTLY, IN CASH
OR OTHER PROPERTY OR BY SET-OFF OR IN ANY OTHER MANNER, PAYMENT OR SECURITY
SOLELY ON ACCOUNT OF SUCH CLAIM, REMEDY OR RIGHT, UNLESS AND UNTIL ALL OF THE
OBLIGATIONS SHALL HAVE INDEFEASIBLY BEEN PAID IN FULL IN CASH.
IF ANY AMOUNT
SHALL BE PAID TO A GRANTOR IN VIOLATION OF THE IMMEDIATELY PRECEDING SENTENCE AT
ANY TIME PRIOR TO THE LATER OF THE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS,
SUCH AMOUNT SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE SECURED PARTY AND
SHALL FORTHWITH BE PAID TO THE SECURED PARTY TO BE CREDITED AND APPLIED TO THE
OBLIGATIONS, WHETHER MATURED OR UNMATURED, IN ACCORDANCE WITH THE