THE OBLIGATIONS, (III) ANY MANNER OR ORDER OF SALE
OR OTHER ENFORCEMENT OF ANY LIEN SECURING ANY OF THE OBLIGATIONS OR ANY MANNER
OR ORDER OF APPLICATION OF THE PROCEEDS OF ANY SUCH LIEN TO THE PAYMENT OF THE
OBLIGATIONS OR ANY FAILURE TO ENFORCE ANY LIEN OR TO APPLY ANY PROCEEDS THEREOF,
(IV) ANY FURNISHING, EXCHANGE, SUBSTITUTION OR RELEASE OF ANY COLLATERAL
SECURING THE OBLIGATIONS, OR ANY FAILURE TO PERFECT ANY LIEN IN ANY OF THE
COLLATERAL SECURING THE OBLIGATIONS, OR (V) ANY OTHER CIRCUMSTANCE WHICH MIGHT
OTHERWISE CONSTITUTE A DEFENSE (EXCEPT THE FINAL PAYMENT IN FULL) AVAILABLE TO,
OR A DISCHARGE OF, A SURETY OR GUARANTOR.
(C)
TO THE EXTENT THAT ANY BORROWER IS A GUARANTOR OR
A SURETY AS A RESULT OF THE JOINT AND SEVERAL OBLIGATIONS HEREUNDER, THE
LIABILITY OF EACH SUCH BORROWER UNDER THIS AGREEMENT SHALL REMAIN VALID AND
ENFORCEABLE AND SHALL NOT BE SUBJECT TO ANY REDUCTION, LIMITATION, IMPAIRMENT,
DISCHARGE OR TERMINATION FOR ANY REASON (OTHER THAN FINAL PAYMENT IN FULL OF THE
OBLIGATIONS), INCLUDING THE OCCURRENCE OF ANY OF THE FOLLOWING, WHETHER OR NOT
SUCH BORROWER SHALL HAVE HAD NOTICE OR KNOWLEDGE OF ANY OF THEM:
(I) ANY
FAILURE OR OMISSION TO ASSERT OR ENFORCE OR AGREEMENT OR ELECTION NOT TO ASSERT
OR ENFORCE, OR THE STAY OR ENJOINING, BY ORDER OF COURT, BY OPERATION OF LAW OR
OTHERWISE, OF THE EXERCISE OR ENFORCEMENT OF, ANY CLAIM OR DEMAND OR ANY RIGHT,
POWER OR REMEDY (WHETHER ARISING UNDER THE LOAN DOCUMENTS, AT LAW, IN EQUITY OR
OTHERWISE) WITH RESPECT TO THE OBLIGATIONS OR ANY AGREEMENT RELATING THERETO, OR
WITH RESPECT TO ANY OTHER GUARANTY OF OR SECURITY FOR
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THE PAYMENT OF THE OBLIGATIONS; (II) ANY RESCISSION, WAIVER, AMENDMENT OR
MODIFICATION OF, OR ANY CONSENT TO DEPARTURE FROM, ANY OF THE TERMS OR
PROVISIONS (INCLUDING PROVISIONS RELATING TO EVENTS OF DEFAULT) OF THE CREDIT
AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT
EXECUTED PURSUANT THERETO, OR OF ANY OTHER GUARANTY OR SECURITY FOR THE
OBLIGATIONS, IN EACH CASE WHETHER OR NOT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, SUCH LOAN DOCUMENT OR ANY AGREEMENT RELATING TO SUCH OTHER GUARANTY
OR SECURITY; (III) THE OBLIGATIONS, OR ANY AGREEMENT RELATING THERETO, AT ANY
TIME BEING FOUND TO BE ILLEGAL, INVALID OR UNENFORCEABLE IN ANY RESPECT;
(IV) THE APPLICATION OF PAYMENTS RECEIVED FROM ANY SOURCE TO THE PAYMENT OF ANY
LIABILITY OTHER THAN THE OBLIGATIONS, EVEN THOUGH THE LENDERS MIGHT HAVE ELECTED
TO APPLY SUCH PAYMENT TO ANY PART OR ALL OF THE OBLIGATIONS; (V) ANY CONSENT BY
ANY LENDER OR THE AGENT TO THE CHANGE, REORGANIZATION OR TERMINATION OF THE
CORPORATE STRUCTURE OR EXISTENCE OF ANY OTHER BORROWER, OR ANY OTHER PERSON AND
TO ANY CORRESPONDING RESTRUCTURING OF THE OBLIGATIONS; (VI) ANY FAILURE TO
PERFECT OR CONTINUE PERFECTION OF A SECURITY INTEREST IN ANY COLLATERAL WHICH
SECURES ANY OF THE OBLIGATIONS; (VII) ANY DEFENSES (EXCEPT THE DEFENSE OF FINAL
PAYMENT IN FULL), SET-OFFS OR COUNTERCLAIMS WHICH ANY BORROWER, ANY