PARTY UNDER THE PROVISIONS OF THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR OTHERWISE, (II) ANY RESCISSION, WAIVER, AMENDMENT OR MODIFICATION
OF, OR ANY RELEASE FROM ANY OF THE TERMS OR PROVISIONS OF, THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR (III) THE FAILURE TO PERFECT ANY SECURITY INTEREST IN,
OR THE RELEASE OF, ANY OF THE COLLATERAL OR OTHER SECURITY HELD BY OR ON BEHALF
OF THE COLLATERAL AGENT OR ANY OTHER CREDIT PARTY.
(B)
THE OBLIGATIONS OF EACH LOAN PARTY
SHALL NOT BE SUBJECT TO ANY
REDUCTION, LIMITATION, IMPAIRMENT OR TERMINATION FOR ANY REASON (OTHER THAN THE
INDEFEASIBLE PAYMENT IN FULL IN CASH OF THE OBLIGATIONS AFTER THE TERMINATION OF
THE COMMITMENTS), INCLUDING ANY CLAIM OF WAIVER, RELEASE, SURRENDER, ALTERATION
OR COMPROMISE OF ANY OF THE OBLIGATIONS, AND SHALL NOT BE SUBJECT TO ANY DEFENSE
OR SETOFF, COUNTERCLAIM, RECOUPMENT OR TERMINATION WHATSOEVER BY REASON OF THE
INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF ANY OF THE OBLIGATIONS OR
OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE OBLIGATIONS OF
EACH LOAN PARTY HEREUNDER SHALL NOT BE DISCHARGED OR IMPAIRED OR OTHERWISE
AFFECTED BY THE FAILURE OF ANY AGENT OR ANY OTHER CREDIT PARTY TO ASSERT ANY
CLAIM OR DEMAND OR TO ENFORCE ANY REMEDY UNDER THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY OTHER AGREEMENT, BY ANY WAIVER OR MODIFICATION
OF ANY PROVISION OF ANY THEREOF, ANY DEFAULT, FAILURE OR DELAY, WILLFUL OR
OTHERWISE, IN THE PERFORMANCE OF ANY OF THE OBLIGATIONS, OR BY ANY OTHER ACT OR
OMISSION THAT MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF ANY
LOAN PARTY OR THAT WOULD OTHERWISE OPERATE AS A DISCHARGE OF ANY LOAN PARTY AS A
MATTER OF LAW OR EQUITY (OTHER THAN THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF
ALL THE OBLIGATIONS AFTER THE TERMINATION OF THE COMMITMENTS).
(C)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH LOAN PARTY
WAIVES ANY DEFENSE BASED ON OR ARISING OUT OF ANY DEFENSE OF ANY OTHER LOAN
PARTY OR THE UNENFORCEABILITY OF THE OBLIGATIONS OR ANY PART THEREOF FROM ANY
CAUSE, OR THE CESSATION FROM ANY CAUSE OF THE LIABILITY OF ANY OTHER LOAN PARTY,
OTHER THAN THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL THE OBLIGATIONS AND
THE TERMINATION OF THE COMMITMENTS. THE COLLATERAL AGENT AND THE OTHER CREDIT
PARTIES MAY, AT THEIR ELECTION, FORECLOSE ON ANY SECURITY HELD BY ONE OR MORE OF
THEM BY ONE OR MORE JUDICIAL OR NON-JUDICIAL SALES, ACCEPT AN ASSIGNMENT OF ANY
SUCH SECURITY IN LIEU OF FORECLOSURE, COMPROMISE OR ADJUST ANY PART OF THE
OBLIGATIONS, MAKE ANY OTHER ACCOMMODATION WITH ANY OTHER LOAN PARTY, OR EXERCISE
ANY OTHER RIGHT OR REMEDY AVAILABLE TO THEM AGAINST ANY OTHER LOAN PARTY,
WITHOUT AFFECTING OR IMPAIRING IN ANY WAY THE LIABILITY OF ANY LOAN PARTY
HEREUNDER EXCEPT TO THE EXTENT THAT ALL THE OBLIGATIONS HAVE BEEN INDEFEASIBLY
PAID IN FULL IN CASH AND THE COMMITMENTS HAVE BEEN TERMINATED.
EACH LOAN PARTY
WAIVES ANY DEFENSE ARISING OUT OF ANY SUCH