EXCHANGE OR RELEASE OF OR FAILURE TO PERFECT ANY SECURITY
INTEREST IN ANY COLLATERAL, TO THE ADDITION OR RELEASE OF ANY PARTY OR PERSON
PRIMARILY OR SECONDARILY LIABLE, TO THE ACCEPTANCE OF PARTIAL PAYMENT THEREON
AND THE SETTLEMENT, COMPROMISING OR ADJUSTING OF ANY THEREOF, ALL IN SUCH MANNER
AND AT SUCH TIME OR TIMES AS THE COLLATERAL AGENT MAY DEEM ADVISABLE.
THE
COLLATERAL AGENT SHALL HAVE NO DUTY AS TO THE COLLECTION OR PROTECTION OF THE
COLLATERAL OR ANY INCOME THEREFROM, THE PRESERVATION OF RIGHTS AGAINST PRIOR
PARTIES, OR THE PRESERVATION OF ANY RIGHTS PERTAINING THERETO.
EACH OF THE
GRANTORS FURTHER WAIVES ANY AND ALL OTHER SURETYSHIP DEFENSES.
SECTION 8.4
MARSHALLING.
NEITHER THE COLLATERAL AGENT NOR ANY
LENDER SHALL BE REQUIRED TO MARSHAL ANY PRESENT OR FUTURE COLLATERAL SECURITY
(INCLUDING BUT NOT LIMITED TO THE COLLATERAL) FOR, OR OTHER ASSURANCES OF
PAYMENT OF, THE SECURED OBLIGATIONS OR ANY OF THEM OR TO RESORT TO SUCH
COLLATERAL SECURITY OR OTHER ASSURANCES OF PAYMENT IN ANY PARTICULAR ORDER, AND
ALL OF THE RIGHTS AND REMEDIES OF THE COLLATERAL AGENT OR ANY LENDER HEREUNDER
AND OF THE COLLATERAL AGENT OR ANY LENDER IN RESPECT OF SUCH COLLATERAL SECURITY
AND OTHER ASSURANCES OF PAYMENT SHALL BE CUMULATIVE AND IN ADDITION TO ALL OTHER
RIGHTS AND REMEDIES, HOWEVER EXISTING OR ARISING.
TO THE EXTENT THAT IT
LAWFULLY MAY, EACH GRANTOR HEREBY AGREES THAT IT WILL NOT INVOKE ANY LAW
RELATING TO THE MARSHALLING OF COLLATERAL WHICH MIGHT CAUSE DELAY IN OR IMPEDE
THE ENFORCEMENT OF THE COLLATERAL AGENT'S RIGHTS AND REMEDIES UNDER THIS
AGREEMENT OR UNDER ANY OTHER INSTRUMENT CREATING OR EVIDENCING ANY OF THE
SECURED OBLIGATIONS OR UNDER WHICH ANY OF THE SECURED OBLIGATIONS IS OUTSTANDING
OR BY WHICH ANY OF THE SECURED OBLIGATIONS IS SECURED OR PAYMENT THEREOF IS
OTHERWISE ASSURED, AND, TO THE EXTENT THAT IT LAWFULLY MAY, EACH GRANTOR HEREBY
IRREVOCABLY WAIVES THE BENEFITS OF ALL SUCH LAWS.
27
SECTION 8.5
SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY THE GRANTORS HEREIN AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE CONSIDERED TO
HAVE BEEN RELIED UPON BY THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES AND
SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND THE MAKING OF ANY LOANS AND THE ISSUANCE OF ANY LETTERS OF CREDIT,
AND SHALL CONTINUE IN FULL FORCE AND EFFECT SUBJECT TO THE PROVISIONS OF
SECTION 9.6 OF THE CREDIT AGREEMENT AND AS LONG AS THE SECURED OBLIGATIONS ARE
OUTSTANDING AND UNPAID OR THE LETTER OF CREDIT OUTSTANDINGS DO NOT EQUAL ZERO,
OR ARE NOT FULLY CASH COLLATERALIZED IN A MANNER SATISFACTORY TO THE ISSUING
BANKS AND THE ADMINISTRATIVE AGENT, AND AS LONG AS THE COMMITMENTS HAVE NOT
EXPIRED OR TERMINATED.
SECTION 8.6
BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS.
WHENEVER IN THIS AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH
REFERENCE SHALL BE DEEMED TO INCLUDE THE