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 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 OTHER PERSON IS JOINED IN ANY SUCH ACTION OR
ACTIONS.
EACH BORROWER AGREES, FOR ITSELF, THAT THE AGENT AND ANY OTHER
BORROWER, OR ANY AFFILIATE OF ANY OTHER BORROWER (OTHER THAN SUCH BORROWER
ITSELF), MAY DEAL WITH EACH OTHER IN CONNECTION WITH THE LIABILITIES OR
OTHERWISE, OR ALTER ANY CONTRACTS OR AGREEMENTS NOW OR HEREAFTER EXISTING
BETWEEN ANY OF THEM, IN ANY MANNER WHATSOEVER, ALL WITHOUT IN ANY WAY ALTERING
OR AFFECTING THE CONTINUING EFFICACY AS TO SUCH BORROWER OF THE LOAN DOCUMENTS.
(F)
THE AGENT'S RIGHTS HEREUNDER SHALL BE REINSTATED AND REVIVED, AND THE
ENFORCEABILITY OF THIS AGREEMENT SHALL CONTINUE, WITH RESPECT TO ANY AMOUNT AT
ANY TIME PAID ON ACCOUNT OF THE LIABILITIES WHICH THEREAFTER SHALL BE REQUIRED
TO BE RESTORED OR RETURNED BY THE AGENT (INCLUDING, WITHOUT LIMITATION, THE
RESTORATION OR RETURN OF ANY AMOUNT PURSUANT TO A COURT ORDER OR JUDGMENT
(WHETHER OR NOT FINAL OR NON-APPEALABLE), OR PURSUANT TO A GOOD FAITH SETTLEMENT
OF A PENDING OR THREATENED AVOIDANCE OR RECOVERY ACTION, OR PURSUANT TO GOOD
FAITH COMPLIANCE WITH A DEMAND MADE BY A PERSON BELIEVED TO BE ENTITLED TO
PURSUE AN AVOIDANCE OR RECOVERY ACTION (SUCH AS A BANKRUPTCY TRUSTEE OR A PERSON
HAVING THE AVOIDING POWERS OF A BANKRUPTCY TRUSTEE, OR SIMILAR AVOIDING POWERS),
AND WITHOUT REQUIRING THE AGENT TO OPPOSE OR LITIGATE AVOIDANCE OR RECOVERY
DEMANDS OR ACTIONS THAT IT BELIEVES IN GOOD FAITH