SUCH AMOUNT HAD NOT BEEN PAID.
THE RIGHTS AND PRIORITIES OF THE TERM AGENT
CREATED OR GRANTED HEREIN AND THE ENFORCEABILITY OF THE LOAN DOCUMENTS AT ALL
TIMES SHALL REMAIN EFFECTIVE TO COVER THE FULL AMOUNT OF ALL THE LIABILITIES
EVEN THOUGH THE LIABILITIES, INCLUDING ANY PART THEREOF OR ANY OTHER SECURITY OR
GUARANTY THEREFOR, MAY BE OR HEREAFTER MAY BECOME INVALID OR OTHERWISE
UNENFORCEABLE AS AGAINST ANY OBLIGOR AND WHETHER OR NOT ANY OTHER OBLIGOR SHALL
HAVE ANY PERSONAL LIABILITY WITH RESPECT THERETO.
(G)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OBLIGOR, FOR
ITSELF, EXPRESSLY WAIVES ANY AND ALL DEFENSES NOW OR HEREAFTER ARISING OR THAT
OTHERWISE MIGHT BE ASSERTED BY REASON OF (A) ANY DISABILITY OR OTHER DEFENSE OF
ANY OTHER OBLIGOR WITH RESPECT TO THE LIABILITIES OR WITH RESPECT TO THE
ENFORCEABILITY OF THE TERM AGENT'S SECURITY INTEREST IN OR ENCUMBRANCE ON ANY
COLLATERAL SECURING ANY OF THE LIABILITIES (INCLUDING, WITHOUT LIMITATION, THE
COLLATERAL), (B) THE UNENFORCEABILITY OR INVALIDITY OF ANY SECURITY OR GUARANTY
FOR THE LIABILITIES OR THE LACK OF PERFECTION OR CONTINUING PERFECTION OR
FAILURE OF PRIORITY OF ANY SECURITY FOR THE LIABILITIES, (C) THE CESSATION FOR
ANY CAUSE WHATSOEVER OF THE LIABILITY OF ANY OTHER OBLIGOR (OTHER THAN BY REASON
OF THE FULL PAYMENT AND PERFORMANCE OF ALL LIABILITIES), (D) ANY FAILURE OF THE
TERM AGENT TO GIVE NOTICE OF SALE OR OTHER DISPOSITION OF COLLATERAL TO ANY
OTHER OBLIGOR OR ANY OTHER PERSON OTHER THAN SUCH WAIVING OBLIGOR, OR ANY DEFECT
IN ANY NOTICE THAT MAY BE GIVEN TO ANY OTHER OBLIGOR FOR ANY OTHER PERSON OTHER
THAN SUCH WAIVING OBLIGOR, IN CONNECTION WITH ANY SALE OR DISPOSITION OF ANY
COLLATERAL SECURING THE LIABILITIES OR ANY OF THEM (INCLUDING, WITHOUT
LIMITATION, THE COLLATERAL), (E) ANY FAILURE OF THE TERM AGENT TO COMPLY WITH
APPLICABLE LAW IN CONNECTION WITH THE SALE OR OTHER DISPOSITION OF ANY
COLLATERAL OR OTHER SECURITY FOR ANY LIABILITIES THAT IS OWNED BY ANOTHER
OBLIGOR OR BY ANY OTHER PERSON OTHER THAN SUCH WAIVING OBLIGOR, INCLUDING ANY
FAILURE OF THE TERM AGENT TO CONDUCT A COMMERCIALLY REASONABLE SALE OR OTHER
DISPOSITION OF ANY SUCH COLLATERAL OR OTHER SECURITY FOR ANY LIABILITIES,
(F) ANY ACT OR OMISSION OF THE TERM AGENT OR OTHERS THAT DIRECTLY OR INDIRECTLY
RESULTS IN OR AIDS THE DISCHARGE OR RELEASE OF ANY OTHER OBLIGOR, OR THE
LIABILITIES OF ANY OTHER OBLIGOR, OR ANY SECURITY OR GUARANTY THEREFOR, BY
OPERATION OF LAW OR OTHERWISE, OR (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.
UNTIL SUCH
TIME, IF ANY, AS ALL OF THE LIABILITIES (OTHER THAN CONTINGENT LIABILITIES AND
INDEMNITIES WHICH SURVIVE REPAYMENT OF THE LOANS) HAVE BEEN PAID AND PERFORMED
IN FULL AND NO PORTION OF ANY COMMITMENT OF THE TERM LENDERS TO ANY OBLIGOR
UNDER ANY LOAN DOCUMENT