of the other Borrowers and Guarantors until the Obligations are fully paid
and finally discharged.
13.2
AUTHORITY TO MODIFY OBLIGATIONS AND SECURITY.
EACH BORROWER AND
GUARANTOR ACKNOWLEDGES THAT ANY ACTION TAKEN BY AGENT AND/OR LENDERS IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND APPLICABLE LAW TO: (A) RENEW,
EXTEND, ACCELERATE, OR OTHERWISE CHANGE THE TIME FOR PAYMENT OF, OR OTHERWISE
CHANGE ANY OTHER TERM OR CONDITION OF, ANY DOCUMENT OR AGREEMENT EVIDENCING OR
RELATING TO ANY OBLIGATIONS AS SUCH OBLIGATIONS RELATE TO THE OTHER BORROWERS
AND GUARANTORS, INCLUDING, WITHOUT LIMITATION, TO INCREASE OR DECREASE THE RATE
OF INTEREST THEREON; (B) ACCEPT, SUBSTITUTE, WAIVE, DEFEASE, INCREASE, RELEASE,
EXCHANGE OR OTHERWISE ALTER ANY COLLATERAL, IN WHOLE OR IN PART, SECURING THE
OBLIGATIONS OF EACH OTHER BORROWER OR GUARANTOR; (C) APPLY ANY AND ALL SUCH
COLLATERAL AND DIRECT THE ORDER OR MANNER OF SALE THEREOF AS AGENT AND LENDERS,
IN THEIR SOLE DISCRETION, MAY DETERMINE; (D) DEAL WITH THE OTHER BORROWERS AND
GUARANTORS AS AGENT OR ANY LENDER MAY ELECT; (E) IN AGENT'S AND LENDERS' SOLE
DISCRETION, SETTLE, RELEASE ON TERMS SATISFACTORY TO THEM, OR BY OPERATION OF
LAW OR OTHERWISE, COMPOUND, COMPROMISE, COLLECT OR OTHERWISE LIQUIDATE ANY
OBLIGATIONS OF ANY OTHER BORROWER OR GUARANTOR AND/OR ANY OF THE COLLATERAL IN
ANY MANNER, AND BID AND PURCHASE ANY OF THE COLLATERAL AT ANY SALE THEREOF; (F)
APPLY ANY AND ALL PAYMENTS OR RECOVERIES FROM THE OTHER BORROWERS AND GUARANTORS
AS AGENT OR LENDERS, IN THEIR SOLE DISCRETION, MAY DETERMINE, WHETHER OR NOT
SUCH INDEBTEDNESS RELATES TO THE OBLIGATIONS; ALL WHETHER SUCH OBLIGATIONS ARE
SECURED OR UNSECURED OR GUARANTEED OR NOT GUARANTEED BY OTHERS; AND (G) APPLY
ANY SUMS REALIZED FROM COLLATERAL FURNISHED BY THE OTHER BORROWERS AND
GUARANTORS UPON ANY OF ITS INDEBTEDNESS OR OBLIGATIONS TO AGENT OR LENDERS AS
THEY IN THEIR SOLE DISCRETION, MAY DETERMINE, WHETHER OR NOT SUCH INDEBTEDNESS
RELATES TO THE OBLIGATIONS; SHALL NOT IN ANY WAY DIMINISH, RELEASE OR DISCHARGE
THE LIABILITY OF ANY BORROWER OR GUARANTOR HEREUNDER (EXCEPT TO THE EXTENT THAT
THE OBLIGATIONS ARE IN FACT REPAID AS A RESULT OF SUCH ACTION).
13.3
WAIVER OF DEFENSES.
UPON AN EVENT OF DEFAULT BY ANY BORROWER OR
GUARANTOR IN RESPECT OF ANY OBLIGATIONS, AGENT AND LENDERS MAY, AT THEIR OPTION
AND WITHOUT NOTICE TO ANY BORROWER OR GUARANTOR, PROCEED DIRECTLY AGAINST ANY
BORROWER OR GUARANTOR TO COLLECT AND RECOVER THE FULL AMOUNT OF THE LIABILITY
HEREUNDER, OR ANY PORTION THEREOF, AND EACH BORROWER AND GUARANTOR WAIVES ANY
RIGHT TO REQUIRE AGENT OR ANY LENDER TO: (A) PROCEED AGAINST THE OTHER BORROWERS
AND GUARANTORS OR ANY OTHER PERSON WHOMSOEVER; (B) PROCEED AGAINST OR EXHAUST
ANY COLLATERAL GIVEN TO OR HELD BY AGENT OR ANY LENDER IN CONNECTION WITH THE
OBLIGATIONS; (C) GIVE NOTICE OF THE TERMS, TIME AND PLACE OF ANY PUBLIC OR
PRIVATE SALE OF ANY OF THE COLLATERAL EXCEPT AS OTHERWISE PROVIDED HEREIN; OR
(D) PURSUE ANY OTHER REMEDY IN AGENT'S OR ANY LENDER'S POWER WHATSOEVER. A
SEPARATE ACTION OR ACTIONS MAY BE BROUGHT AND