LIENS SECURING SUCH OBLIGATIONS SHALL NOT BE RELEASED OR IMPAIRED BY ANY ACTION
OR INACTION ON THE PART OF THE AGENT OR ANY LENDER WHICH WOULD OTHERWISE
CONSTITUTE THE RELEASE OF A SURETY.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, THE LIABILITY OF ANY BORROWER UNDER THIS AGREEMENT SHALL NOT BE
AFFECTED OR IMPAIRED IN ANY MANNER BY, (I) THE FAILURE OF ANY PERSON TO BECOME
OR REMAIN A BORROWER OR GUARANTOR OR THE FAILURE OF THE AGENT OR ANY LENDER TO
PRESERVE, PROTECT OR ENFORCE ANY RIGHT TO REQUIRE ANY PERSON TO BECOME OR REMAIN
A BORROWER OR GUARANTOR, (II) ANY TAKING, FAILURE TO TAKE, FAILURE TO CREATE,
PERFECT OR ENSURE THE PRIORITY OF, OR EXCHANGE, RELEASE OR TERMINATION OR LAPSE
OF ANY LIEN SECURING ANY OBLIGATIONS, OR ANY TAKING, FAILURE TO TAKE, RELEASE OR
AMENDMENT OR WAIVER OF OR CONSENT TO DEPARTURE FROM ANY OTHER GUARANTY OF, ANY
OF THE OBLIGATIONS, (III) ANY MANNER OR ORDER OF SALE OR OTHER ENFORCEMENT OF
ANY LIEN SECURING ANY OF THE OBLIGATIONS OR ANY MANNER OR ORDER OF APPLICATION
OF THE PROCEEDS OF ANY SUCH LIEN TO THE PAYMENT OF THE OBLIGATIONS OR ANY
FAILURE TO ENFORCE ANY LIEN OR TO APPLY ANY PROCEEDS THEREOF, (IV) ANY
FURNISHING, EXCHANGE, SUBSTITUTION OR RELEASE OF ANY COLLATERAL SECURING THE
OBLIGATIONS, OR ANY FAILURE TO PERFECT ANY LIEN IN ANY OF THE COLLATERAL
SECURING THE OBLIGATIONS, OR (V) ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE
CONSTITUTE A DEFENSE (EXCEPT THE FINAL PAYMENT IN FULL) AVAILABLE TO, OR A
DISCHARGE OF, A SURETY OR GUARANTOR.
(C)
TO THE EXTENT THAT ANY BORROWER IS A GUARANTOR OR A SURETY AS A
RESULT OF THE JOINT AND SEVERAL OBLIGATIONS HEREUNDER, THE LIABILITY OF EACH
SUCH BORROWER UNDER THIS AGREEMENT SHALL REMAIN VALID AND ENFORCEABLE AND SHALL
NOT BE SUBJECT TO ANY REDUCTION, LIMITATION, IMPAIRMENT, DISCHARGE OR
TERMINATION FOR ANY REASON (OTHER THAN FINAL PAYMENT IN FULL OF THE
OBLIGATIONS), INCLUDING THE OCCURRENCE OF ANY OF THE FOLLOWING, WHETHER OR NOT
SUCH BORROWER SHALL HAVE HAD NOTICE OR KNOWLEDGE OF ANY OF THEM:
(I) ANY
FAILURE OR OMISSION TO ASSERT OR ENFORCE OR AGREEMENT OR ELECTION NOT TO ASSERT
OR ENFORCE, OR THE STAY OR ENJOINING, BY ORDER OF COURT, BY OPERATION OF LAW OR
OTHERWISE, OF THE EXERCISE OR ENFORCEMENT OF, ANY CLAIM OR DEMAND OR ANY RIGHT,
POWER OR REMEDY (WHETHER ARISING UNDER THE LOAN DOCUMENTS, AT LAW, IN EQUITY OR
OTHERWISE) WITH RESPECT TO THE OBLIGATIONS OR ANY AGREEMENT RELATING THERETO, OR
WITH RESPECT TO ANY OTHER GUARANTY OF OR SECURITY FOR THE PAYMENT OF THE
OBLIGATIONS; (II) ANY RESCISSION, WAIVER, AMENDMENT OR MODIFICATION OF, OR ANY
CONSENT TO DEPARTURE FROM, ANY OF THE TERMS OR PROVISIONS (INCLUDING PROVISIONS
RELATING TO EVENTS OF DEFAULT) OF THE CREDIT AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT EXECUTED PURSUANT THERETO, OR OF ANY
OTHER GUARANTY OR SECURITY FOR THE OBLIGATIONS, IN EACH CASE WHETHER OR NOT IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,