setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of any other Obligation or
otherwise.
Without limiting the generality of the foregoing, the obligations of
each Guarantor shall not be discharged or impaired, released, limited or
otherwise affected by:
(I)
ANY CHANGE IN THE MANNER, PLACE OR TERMS OF PAYMENT OR
PERFORMANCE, AND/OR ANY CHANGE OR EXTENSION OF THE TIME OF PAYMENT OR
PERFORMANCE OF, RELEASE, RENEWAL OR ALTERATION OF, OR ANY NEW AGREEMENTS
RELATING TO ANY OBLIGATION, ANY SECURITY THEREFOR, OR ANY LIABILITY INCURRED
DIRECTLY OR INDIRECTLY IN RESPECT THEREOF, OR ANY RESCISSION OF, OR AMENDMENT,
WAIVER OR OTHER MODIFICATION OF, OR ANY CONSENT TO DEPARTURE FROM, THIS
AGREEMENT OR ANY OTHER DOCUMENT, INCLUDING ANY INCREASE IN THE OBLIGATIONS
RESULTING FROM THE EXTENSION OF ADDITIONAL CREDIT TO THE BORROWER OR OTHERWISE;
(II)
ANY SALE, EXCHANGE, RELEASE, SURRENDER, LOSS, ABANDONMENT,
REALIZATION UPON ANY PROPERTY BY WHOMSOEVER AT ANY TIME PLEDGED OR MORTGAGED TO
SECURE, OR HOWSOEVER SECURING, ALL OR ANY OF THE OBLIGATIONS, AND/OR ANY OFFSET
THERE AGAINST, OR FAILURE TO PERFECT, OR CONTINUE THE PERFECTION OF, ANY LIEN IN
ANY SUCH PROPERTY, OR DELAY IN THE PERFECTION OF ANY SUCH LIEN, OR ANY AMENDMENT
OR WAIVER OF OR CONSENT TO DEPARTURE FROM ANY OTHER GUARANTY FOR ALL OR ANY OF
THE OBLIGATIONS;
(III)
THE FAILURE OF AGENT, ANY LENDER OR TERM LENDER TO ASSERT ANY
CLAIM OR DEMAND OR TO ENFORCE ANY RIGHT OR REMEDY AGAINST THE BORROWER OR ANY
OTHER LOAN PARTY OR ANY OTHER PERSON UNDER THE PROVISIONS OF THIS AGREEMENT OR
ANY OTHER DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN
CONNECTION HEREWITH OR THEREWITH;
(IV)
ANY SETTLEMENT OR COMPROMISE OF ANY OBLIGATION, ANY SECURITY
THEREFOR OR ANY LIABILITY (INCLUDING ANY OF THOSE HEREUNDER) INCURRED DIRECTLY
OR INDIRECTLY IN RESPECT THEREOF OR HEREOF, AND ANY SUBORDINATION OF THE PAYMENT
OF ALL OR ANY PART THEREOF TO THE PAYMENT OF ANY OBLIGATION (WHETHER DUE OR NOT)
OF ANY LOAN PARTY TO CREDITORS OF ANY LOAN PARTY OTHER THAN ANY OTHER LOAN
PARTY;
(V)
ANY MANNER OF APPLICATION OF COLLATERAL, OR PROCEEDS THEREOF, TO
ALL OR ANY OF THE OBLIGATIONS, OR ANY MANNER OF SALE OR OTHER DISPOSITION OF ANY
COLLATERAL FOR ALL OR ANY OF THE OBLIGATIONS OR ANY OTHER ASSETS OF ANY LOAN
PARTY; AND
(VI)
ANY OTHER AGREEMENTS OR CIRCUMSTANCE OF ANY NATURE WHATSOEVER THAT
MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF ANY GUARANTOR, OR
THAT MIGHT OTHERWISE AT LAW OR IN EQUITY CONSTITUTE A DEFENSE AVAILABLE TO, OR A
DISCHARGE OF, THE GUARANTY HEREUNDER AND/OR THE OBLIGATIONS OF ANY GUARANTOR, OR
A DEFENSE TO, OR DISCHARGE OF, ANY LOAN PARTY OR ANY OTHER PERSON OR PARTY
HERETO OR THE OBLIGATIONS OR OTHERWISE WITH RESPECT TO THE ADVANCES OR OTHER
FINANCIAL ACCOMMODATIONS TO THE BORROWER PURSUANT TO THIS AGREEMENT AND/OR THE
OTHER DOCUMENTS.
15.6.
Waiver of Notice.
Agent shall have the right to do any of the above without notice