DEFENSES NOW OR HEREAFTER ARISING OR THAT
> OTHERWISE MIGHT BE ASSERTED BY REASON OF (A) ANY DISABILITY OR OTHER DEFENSE
> OF ANY OTHER BORROWER WITH RESPECT TO THE LIABILITIES OR WITH RESPECT TO THE
> ENFORCEABILITY OF THE 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 BORROWER
> (OTHER THAN BY REASON OF THE FULL PAYMENT AND PERFORMANCE OF ALL LIABILITIES),
> (D) ANY FAILURE OF THE AGENT TO GIVE NOTICE OF SALE OR OTHER DISPOSITION OF
> COLLATERAL TO ANY OTHER BORROWER OR ANY OTHER PERSON OTHER THAN SUCH WAIVING
> BORROWER, OR ANY DEFECT IN ANY NOTICE THAT MAY BE GIVEN TO ANY OTHER BORROWER
> FOR ANY OTHER PERSON OTHER THAN SUCH WAIVING BORROWER, 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 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 BORROWER OR BY ANY OTHER PERSON OTHER THAN SUCH WAIVING BORROWER,
> INCLUDING ANY FAILURE OF THE 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 AGENT OR OTHERS THAT DIRECTLY OR
> INDIRECTLY RESULTS IN OR AIDS THE DISCHARGE OR RELEASE OF ANY OTHER BORROWER,
> OR THE LIABILITIES OF ANY OTHER BORROWER, 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
> LENDERS TO ANY BORROWER UNDER ANY LOAN DOCUMENT REMAINS IN EFFECT, NO BORROWER
> SHALL HAVE ANY RIGHT OF SUBROGATION, CONTRIBUTION, REIMBURSEMENT OR INDEMNITY,
> AND EACH BORROWER EXPRESSLY WAIVES ANY RIGHT TO ENFORCE ANY REMEDY THAT THE
> AGENT NOW HAVE OR HEREAFTER MAY HAVE AGAINST ANY OTHER PERSON AND WAIVES THE
> BENEFIT OF, OR ANY RIGHT TO PARTICIPATE IN, ANY COLLATERAL NOW OR HEREAFTER
> HELD BY THE AGENT.
EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN ANY LOAN
> DOCUMENT, EACH