INCLUDING ANY CLAIM
OF WAIVER, RELEASE, SURRENDER, ALTERATION OR COMPROMISE, AND SHALL NOT BE
SUBJECT TO (AND EACH BORROWER HEREBY WAIVES ANY RIGHT TO OR CLAIM OF) ANY
DEFENSE OR SETOFF, COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER BY REASON
OF THE INVALIDITY, ILLEGALITY, IRREGULARITY, COMPROMISE, UNENFORCEABILITY OF, OR
ANY OTHER EVENT OR OCCURRENCE AFFECTING, ANY OBLIGATIONS OR OTHERWISE; (V) ANY
AMENDMENT TO, RESCISSION, WAIVER, OR OTHER MODIFICATION OF, OR ANY CONSENT TO OR
DEPARTURE FROM, ANY OF THE TERMS OF ANY LOAN DOCUMENT; (VI)
ANY ADDITION,
EXCHANGE, RELEASE, SURRENDER OR NON-PERFECTION OF ANY COLLATERAL, OR ANY
AMENDMENT TO OR WAIVER OR RELEASE OR ADDITION OF, OR CONSENT TO OR DEPARTURE
FROM, ANY OTHER GUARANTEE HELD BY THE LENDER SECURING ANY OF THE OBLIGATIONS; OR
(VII) ANY OTHER CIRCUMSTANCE WHICH MIGHT OTHERWISE CONSTITUTE A DEFENSE
AVAILABLE TO, OR A LEGAL OR EQUITABLE DISCHARGE OF, ANY OBLIGOR, ANY SURETY OR
ANY GUARANTOR.
(C)
REINSTATEMENT, ETC.
EACH BORROWER AGREES
THAT ITS GUARANTEE SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE
MAY BE, IF AT ANY TIME ANY PAYMENT (IN WHOLE OR IN PART) OF ANY OF THE
OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED BY THE LENDER, UPON THE
INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY OTHER BORROWER, ANY OTHER
OBLIGOR OR OTHERWISE, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE.
(D)
WAIVER, ETC.
EACH BORROWER 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 LENDER
PROTECT, SECURE, PERFECT OR INSURE ANY LIEN, OR ANY PROPERTY SUBJECT THERETO, OR
EXHAUST ANY RIGHT OR TAKE ANY ACTION AGAINST ANY OTHER OBLIGOR OR ANY OTHER
PERSON (INCLUDING ANY OTHER GUARANTOR) OR ENTITY OR ANY COLLATERAL SECURING THE
OBLIGATIONS, AS THE CASE MAY BE.
(E)
POSTPONEMENT OF SUBROGATION, ETC.
EACH
BORROWER AGREES THAT IT SHALL NOT EXERCISE ANY RIGHTS WHICH IT MAY ACQUIRE BY
WAY OF RIGHTS OF SUBROGATION UNDER ANY LOAN DOCUMENT TO WHICH IT IS A PARTY, NOR
SHALL ANY BORROWER SEEK OR BE ENTITLED TO SEEK ANY CONTRIBUTION OR REIMBURSEMENT
FROM ANY OBLIGOR, IN RESPECT OF ANY PAYMENT MADE HEREUNDER, UNDER ANY OTHER LOAN
DOCUMENT OR OTHERWISE, UNTIL FOLLOWING THE TERMINATION DATE.
ANY AMOUNT PAID TO
ANY BORROWER ON ACCOUNT OF ANY SUCH SUBROGATION RIGHTS PRIOR TO THE TERMINATION
65
DATE SHALL BE HELD IN TRUST FOR THE BENEFIT OF THE LENDER AND SHALL IMMEDIATELY
BE PAID AND TURNED OVER TO THE LENDER IN THE EXACT FORM RECEIVED BY SUCH
BORROWER (DULY ENDORSED IN FAVOR OF THE LENDER, IF REQUIRED), TO BE CREDITED AND
APPLIED AGAINST THE OBLIGATIONS, WHETHER MATURED OR UNMATURED; PROVIDED,
HOWEVER, THAT IF (I)
ANY BORROWER HAS MADE PAYMENT TO THE LENDER OF ALL OR ANY
PART OF THE OBLIGATIONS; AND (II)
THE TERMINATION DATE HAS OCCURRED; THEN AT
SUCH BORROWER'S REQUEST, THE LENDER SHALL, AT THE EXPENSE OF SUCH BORROWER,
EXECUTE AND DELIVER TO SUCH BORROWER APPROPRIATE DOCUMENTS (WITHOUT RECOURSE AND
WITHOUT REPRESENTATION OR WARRANTY) NECESSARY TO EVIDENCE