SUCH BORROWER ANY INFORMATION CONCERNING THE FINANCIAL CONDITION OF ANY OTHER
BORROWER OR ANY GUARANTOR OR OTHER PERSON OR ANY OTHER CIRCUMSTANCES BEARING ON
THE ABILITY OF ANY OTHER BORROWER OR ANY GUARANTOR OR OTHER PERSON TO PAY AND
PERFORM ALL OBLIGATIONS DUE UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS; (VI) ANY FAILURE BY THE AGENT OR ANY LENDER TO GIVE NOTICE TO ANY
BORROWER OR ANY GUARANTOR OR OTHER PERSON OF THE SALE OR OTHER DISPOSITION OF
SECURITY, AND ANY DEFECT IN NOTICE GIVEN BY THE AGENT OR ANY LENDER IN
CONNECTION WITH ANY SUCH SALE OR DISPOSITION OF SECURITY; (VII) ANY FAILURE OF
THE AGENT OR ANY LENDER TO COMPLY WITH APPLICABLE LAWS IN CONNECTION WITH THE
SALE OR DISPOSITION OF SECURITY, INCLUDING, WITHOUT LIMITATION, ANY FAILURE BY
THE LENDER TO CONDUCT A COMMERCIALLY REASONABLE SALE OR OTHER DISPOSITION OF
SUCH SECURITY; (VIII) ANY DEFENSE BASED UPON
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ANY STATUTE OR RULE OF LAW WHICH PROVIDES THAT THE OBLIGATION OF A SURETY MUST
BE NEITHER LARGER IN AMOUNT NOR IN ANY OTHER RESPECTS MORE BURDENSOME THAN THAT
OF A PRINCIPAL, OR THAT REDUCES A SURETY'S OR GUARANTOR'S OBLIGATIONS IN
PROPORTION TO THE PRINCIPAL'S OBLIGATION; (IX) ANY USE OF CASH COLLATERAL UNDER
SECTION 363 OF THE BANKRUPTCY CODE; (X) ANY DEFENSE BASED UPON AN ELECTION BY
THE AGENT OR ANY LENDER, IN ANY PROCEEDING INSTITUTED UNDER THE BANKRUPTCY CODE,
OF THE APPLICATION OF SECTION 1111(B)(2) OF THE BANKRUPTCY CODE OR ANY SUCCESSOR
STATUTE; (XI) ANY DEFENSE BASED UPON ANY BORROWING OR ANY GRANT OF A SECURITY
INTEREST UNDER SECTION 364 OF THE BANKRUPTCY CODE; (XII) ANY RIGHT OF
SUBROGATION, ANY RIGHT TO ENFORCE ANY REMEDY WHICH THE AGENT OR ANY LENDER MAY
HAVE AGAINST ANY OTHER BORROWER OR ANY GUARANTOR OR OTHER PERSON AND ANY RIGHT
TO PARTICIPATE IN, OR BENEFIT FROM, ANY SECURITY NOW OR HEREAFTER HELD BY THE
AGENT OR ANY LENDER FOR THE OBLIGATIONS; (XIII) PRESENTMENT, DEMAND, PROTEST AND
NOTICE OF ANY KIND, INCLUDING NOTICE OF ACCEPTANCE OF THIS AGREEMENT AND OF THE
EXISTENCE, CREATION OR INCURRING OF NEW OR ADDITIONAL OBLIGATIONS; (XIV) THE
BENEFIT OF ANY STATUTE OF LIMITATIONS AFFECTING THE LIABILITY OF ANY OTHER
BORROWER OR ANY GUARANTOR OR OTHER PERSON, ENFORCEMENT OF THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENTS, THE LIABILITY OF ANY BORROWER HEREUNDER OR THE ENFORCEMENT
HEREOF; (XV) ALL NOTICES OF INTENTION TO ACCELERATE AND/OR NOTICE OF
ACCELERATION OF THE OBLIGATIONS; (XVI) RELIEF FROM ANY APPLICABLE VALUATION OR
APPRAISEMENT LAWS; (XVII) ANY OTHER ACTION BY THE AGENT OR ANY LENDER, WHETHER
AUTHORIZED BY THIS AGREEMENT OR OTHERWISE, OR ANY OMISSION BY THE AGENT OR ANY
LENDER OR OTHER FAILURE OF THE AGENT OR ANY LENDER TO PURSUE, OR DELAY IN
PURSUING, ANY OTHER REMEDY IN ITS POWER; (XVIII) ANY AND ALL CLAIMS AND/OR
RIGHTS OF COUNTERCLAIM, RECOUPMENT, SETOFF OR OFFSET; AND (XIX) ANY DEFENSE
BASED UPON THE APPLICATION OF THE PROCEEDS OF A LOAN FOR PURPOSES OTHER THAN THE
PURPOSES REPRESENTED BY THE BORROWERS OR INTENDED OR