UNDER THE LOAN DOCUMENTS OR THE PERFECTION OF THE SECURITY
DOCUMENTATION.
EACH BORROWER EXPRESSLY WAIVES ANY AND ALL DEFENSES NOW OR
HEREAFTER ARISING OR ASSERTED BY REASON OF: (A) ANY DISABILITY OR OTHER DEFENSE
OF ANY BORROWER OR ANY OTHER PARTY WITH RESPECT TO THE CREDIT FACILITY, (B) THE
UNENFORCEABILITY OR INVALIDITY AS TO ANY BORROWER, OR ANY OTHER PARTY OF THE
CREDIT FACILITY, (C) INTENTIONALLY OMITTED, (D) THE CESSATION FOR ANY CAUSE
WHATSOEVER OF THE LIABILITY OF ANY BORROWER OR ANY OTHER PARTY (OTHER THAN BY
REASON OF THE FULL PAYMENT AND PERFORMANCE OF THE CREDIT FACILITY AND THE
OCCURRENCE OF CREDIT FACILITY TERMINATION), (E) ANY FAILURE OF THE AGENT BANK OR
ANY LENDER TO GIVE NOTICE OF SALE OR OTHER DISPOSITION TO ANY BORROWER OR ANY
DEFECT IN ANY NOTICE THAT MAY BE GIVEN IN CONNECTION WITH ANY SALE OR
DISPOSITION, (F) ANY ACT OR OMISSION OF THE AGENT BANK OR ANY LENDER OR OTHERS
THAT DIRECTLY OR INDIRECTLY RESULTS IN OR AIDS THE DISCHARGE OR RELEASE OF ANY
BORROWER OR ANY OTHER PERSON OR THE CREDIT FACILITY OR ANY OTHER SECURITY OR
GUARANTY THEREFOR BY OPERATION OF LAW OR OTHERWISE, (G) ANY LAW WHICH PROVIDES
THAT THE OBLIGATION OF A SURETY OR GUARANTOR MUST NEITHER BE LARGER IN AMOUNT
NOR IN OTHER RESPECTS MORE BURDENSOME THAN THAT OF THE PRINCIPAL OR WHICH
REDUCES A SURETY'S OR GUARANTOR'S OBLIGATION IN PROPORTION TO THE PRINCIPAL
OBLIGATION, (H) ANY FAILURE OF THE AGENT BANK OR ANY LENDER TO FILE OR ENFORCE A
CLAIM IN ANY BANKRUPTCY OR OTHER PROCEEDING WITH RESPECT TO ANY PERSON, (I) THE
ELECTION BY THE AGENT BANK OR ANY LENDER, IN ANY BANKRUPTCY PROCEEDING OF ANY
PERSON, OF THE APPLICATION OR NON-APPLICATION OF SECTION 1111(B)(2) OF THE
UNITED STATES BANKRUPTCY CODE, (J) ANY EXTENSION OF CREDIT OR THE GRANT OF ANY
LIEN OR ENCUMBRANCE UNDER SECTION 364 OF THE UNITED STATES BANKRUPTCY CODE, (K)
ANY USE OF CASH COLLATERAL UNDER SECTION 363 OF THE UNITED STATES BANKRUPTCY
CODE, (L) ANY AGREEMENT OR STIPULATION WITH RESPECT TO THE PROVISION OF ADEQUATE
PROTECTION IN ANY BANKRUPTCY PROCEEDING OF ANY PERSON, (M) THE AVOIDANCE OF ANY
LIEN OR ENCUMBRANCE IN FAVOR OF THE AGENT BANK OR ANY LENDER FOR ANY REASON, (N)
ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT, READJUSTMENT OF DEBT,
LIQUIDATION OR DISSOLUTION PROCEEDING COMMENCED BY OR AGAINST ANY PERSON,
INCLUDING ANY DISCHARGE OF, OR
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BAR OR STAY AGAINST COLLECTING, ALL OR ANY OF THE OBLIGATIONS (OR ANY INTEREST
THEREON) IN OR AS A RESULT OF ANY SUCH PROCEEDING, OR (O) ANY ELECTION OF
REMEDIES BY THE AGENT BANK OR ANY LENDER, EVEN IF THE EFFECT THEREOF IS TO
DESTROY OR IMPAIR ANY BORROWER'S RIGHT TO SUBROGATION, REIMBURSEMENT,
EXONERATION, INDEMNIFICATION OR CONTRIBUTION.
G.
EACH BORROWER AUTHORIZES THE AGENT BANK AND ANY LENDER, UPON THE
OCCURRENCE OF ANY ACCELERATION OF THE INDEBTEDNESS THEN OWING UNDER THE CREDIT
FACILITY, AT THEIR SOLE OPTION, WITHOUT ANY OTHER NOTICE OR DEMAND AND WITHOUT
AFFECTING ANY OF THE CREDIT FACILITY OR THE