PROSECUTED AGAINST ANY BORROWER OR
GUARANTOR WHETHER OR NOT ACTION IS BROUGHT AGAINST THE OTHER BORROWERS AND
GUARANTORS AND WHETHER THE OTHER BORROWERS AND GUARANTORS BE JOINED IN ANY SUCH
ACTION OR ACTIONS; AND EACH BORROWER AND GUARANTOR WAIVES THE BENEFIT OF ANY
STATUTE OF LIMITATIONS AFFECTING THE LIABILITY HEREUNDER OR THE ENFORCEMENT
HEREOF, AND AGREES THAT ANY PAYMENT OF ANY OBLIGATIONS OR OTHER ACT WHICH SHALL
TOLL ANY STATUTE OF LIMITATIONS APPLICABLE THERETO SHALL SIMILARLY OPERATE TO
TOLL SUCH STATUTE OF LIMITATIONS APPLICABLE TO THE LIABILITY HEREUNDER.
13.4
EXERCISE OF AGENT'S AND LENDERS' RIGHTS.
EACH BORROWER AND
GUARANTOR
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hereby authorizes and empowers Agent and Lenders in their sole discretion,
without any notice or demand to such Borrower or Guarantor whatsoever and
without affecting the liability of such Borrower or Guarantor hereunder, to
exercise any right or remedy which Agent or any Lender may have available to
them against the other Borrowers and Guarantors.
13.5
ADDITIONAL WAIVERS.
EACH BORROWER AND GUARANTOR WAIVES ANY DEFENSE
ARISING BY REASON OF ANY DISABILITY OR OTHER DEFENSE OF THE OTHER BORROWERS AND
GUARANTORS OR BY REASON OF THE CESSATION FROM ANY CAUSE WHATSOEVER OF THE
LIABILITY OF ANY OTHER BORROWERS OR GUARANTORS OR BY REASON OF ANY ACT OR
OMISSION OF AGENT OR ANY LENDER OR OTHERS WHICH DIRECTLY OR INDIRECTLY RESULTS
IN OR AIDS THE DISCHARGE OR RELEASE OF ANY OTHER BORROWERS OR GUARANTORS OR ANY
OBLIGATIONS OR ANY COLLATERAL BY OPERATION OF LAW OR OTHERWISE. THE OBLIGATIONS
SHALL BE ENFORCEABLE AGAINST EACH BORROWER AND GUARANTOR WITHOUT REGARD TO THE
VALIDITY, REGULARITY OR ENFORCEABILITY OF ANY OF THE OBLIGATIONS WITH RESPECT TO
ANY OTHER BORROWERS OR GUARANTORS OR ANY OF THE DOCUMENTS RELATED THERETO OR ANY
COLLATERAL SECURITY DOCUMENTS SECURING ANY OF THE OBLIGATIONS. NO EXERCISE BY
AGENT OR ANY LENDER OF, AND NO OMISSION OF AGENT OR ANY LENDER TO EXERCISE, ANY
POWER OR AUTHORITY RECOGNIZED HEREIN AND NO IMPAIRMENT OR SUSPENSION OF ANY
RIGHT OR REMEDY OF AGENT OR ANY LENDER AGAINST ANY BORROWER OR GUARANTOR OR ANY
COLLATERAL SHALL IN ANY WAY SUSPEND, DISCHARGE, RELEASE, EXONERATE OR OTHERWISE
AFFECT ANY OF THE OBLIGATIONS OR ANY COLLATERAL FURNISHED BY BORROWERS OR
GUARANTORS OR GIVE TO BORROWERS OR GUARANTORS ANY RIGHT OF RECOURSE AGAINST
AGENT OR ANY LENDER. EACH BORROWER AND GUARANTOR SPECIFICALLY AGREES THAT THE
FAILURE OF AGENT OR ANY LENDER: (A) TO PERFECT ANY LIEN ON OR SECURITY INTEREST
IN ANY PROPERTY HERETOFORE OR HEREAFTER GIVEN ANY BORROWER OR GUARANTOR TO
SECURE PAYMENT OF THE OBLIGATIONS, OR TO RECORD OR FILE ANY DOCUMENT RELATING
THERETO OR (B) TO FILE OR ENFORCE A CLAIM AGAINST THE ESTATE (EITHER IN
ADMINISTRATION, BANKRUPTCY OR OTHER PROCEEDING) OF ANY BORROWER OR GUARANTOR
SHALL NOT IN ANY MANNER WHATSOEVER TERMINATE, DIMINISH, EXONERATE OR OTHERWISE
AFFECT THE LIABILITY OF ANY BORROWER OR GUARANTOR HEREUNDER.
13.6
ADDITIONAL INDEBTEDNESS .
ADDITIONAL OBLIGATIONS MAY BE CREATED
FROM TIME TO TIME AT THE REQUEST OF ANY BORROWER OR GUARANTOR AND WITHOUT
FURTHER AUTHORIZATION FROM OR NOTICE TO ANY