OBLIGATIONS AGAINST
ANY OR ALL BORROWERS, IN THE LENDERS' OR THE ADMINISTRATIVE AGENT'S SOLE AND
UNLIMITED DISCRETION.
(B)
WAIVERS OF DEFENSES.
THE OBLIGATIONS OF THE
BORROWERS HEREUNDER SHALL NOT BE RELEASED, IN WHOLE OR IN PART, BY ANY ACTION OR
THING WHICH MIGHT, BUT FOR THIS PROVISION OF THIS AGREEMENT, BE DEEMED A LEGAL
OR EQUITABLE DISCHARGE OF A SURETY OR GUARANTOR, OTHER THAN IRREVOCABLE PAYMENT
AND PERFORMANCE IN FULL OF THE OBLIGATIONS (EXCEPT FOR CONTINGENT INDEMNITY AND
OTHER CONTINGENT OBLIGATIONS NOT YET DUE AND PAYABLE) AT A TIME AFTER ANY
OBLIGATION OF THE LENDERS HEREUNDER TO MAKE THE TERM LOANS AND REVOLVING LOANS
AND OF THE LETTER OF CREDIT BANK
TO ISSUE LETTERS OF CREDIT SHALL HAVE EXPIRED
OR BEEN TERMINATED AND ALL OUTSTANDING LETTERS OF CREDIT SHALL HAVE EXPIRED OR
THE LIABILITY OF THE LETTER OF CREDIT BANK THEREON SHALL HAVE OTHERWISE BEEN
DISCHARGED.
THE PURPOSE AND INTENT OF THIS AGREEMENT IS THAT THE OBLIGATIONS
CONSTITUTE THE DIRECT AND PRIMARY OBLIGATIONS OF EACH BORROWER AND THAT THE
COVENANTS, AGREEMENTS AND ALL OBLIGATIONS OF EACH BORROWER HEREUNDER BE
ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE.
EACH BORROWER SHALL BE AND REMAIN
LIABLE FOR ANY DEFICIENCY REMAINING AFTER FORECLOSURE OF ANY MORTGAGE, DEED OF
TRUST OR SECURITY AGREEMENT SECURING ALL OR ANY PART OF THE OBLIGATIONS, WHETHER
OR NOT THE LIABILITY OF ANY OTHER PERSON FOR SUCH DEFICIENCY IS DISCHARGED
PURSUANT TO STATUTE, JUDICIAL DECISION OR OTHERWISE.
(C)
OTHER TRANSACTIONS.
THE LENDERS AND THE
ADMINISTRATIVE AGENT ARE EXPRESSLY AUTHORIZED TO EXCHANGE, SURRENDER OR RELEASE
WITH OR WITHOUT CONSIDERATION ANY OR ALL COLLATERAL AND SECURITY WHICH MAY AT
ANY TIME BE PLACED WITH IT BY THE BORROWERS OR BY ANY OTHER PERSON ON BEHALF OF
THE BORROWERS, OR TO FORWARD OR DELIVER ANY OR ALL SUCH COLLATERAL AND SECURITY
DIRECTLY TO THE BORROWERS FOR COLLECTION AND REMITTANCE OR FOR CREDIT.
NO
INVALIDITY, IRREGULARITY OR UNENFORCEABILITY OF ANY SECURITY FOR THE OBLIGATIONS
OR OTHER RECOURSE WITH RESPECT THERETO SHALL AFFECT, IMPAIR OR BE A DEFENSE TO
THE BORROWERS' OBLIGATIONS UNDER THIS AGREEMENT. THE LIABILITIES OF EACH
BORROWER HEREUNDER SHALL NOT BE AFFECTED OR IMPAIRED BY ANY FAILURE, DELAY,
NEGLECT OR OMISSION ON THE PART OF ANY LENDER OR THE ADMINISTRATIVE AGENT TO
REALIZE UPON ANY OF THE OBLIGATIONS OF ANY OTHER BORROWER TO THE LENDERS OR THE
ADMINISTRATIVE AGENT, OR UPON ANY COLLATERAL OR SECURITY FOR ANY OR ALL OF THE
OBLIGATIONS, NOR BY THE TAKING BY ANY LENDER OR THE ADMINISTRATIVE AGENT OF (OR
THE FAILURE TO TAKE) ANY GUARANTY OR GUARANTIES TO SECURE THE OBLIGATIONS, NOR
BY THE TAKING BY ANY LENDER OR THE ADMINISTRATIVE AGENT OF (OR THE FAILURE TO
TAKE OR THE FAILURE TO PERFECT ITS SECURITY INTEREST IN OR OTHER LIEN ON)
COLLATERAL OR SECURITY OF ANY KIND.
NO ACT OR OMISSION OF
ANY LENDER OR THE
ADMINISTRATIVE AGENT, WHETHER OR NOT SUCH ACTION OR FAILURE TO ACT VARIES OR
INCREASES THE RISK OF, OR AFFECTS THE RIGHTS OR REMEDIES OF A BORROWER, SHALL
AFFECT OR IMPAIR THE OBLIGATIONS OF