AGREE, IN ACCORDANCE WITH
ALL APPLICABLE PROVISIONS OF THE LOAN DOCUMENTS, TO THE RESTRUCTURE OF THE
LIABILITIES, AND ANY SUCH MERGER, CHANGE, RESTRUCTURING OR TERMINATION SHALL NOT
AFFECT THE LIABILITY OF ANY OBLIGOR OR THE CONTINUING EFFECTIVENESS HEREOF, OR
THE ENFORCEABILITY HEREOF WITH RESPECT TO ALL OR ANY PART OF THE LIABILITIES.
(D)
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT,
THE TERM AGENT MAY ENFORCE THE LOAN DOCUMENTS INDEPENDENTLY AS TO EACH OBLIGOR
AND INDEPENDENTLY OF ANY OTHER REMEDY THE TERM AGENT AT ANY TIME MAY HAVE OR
HOLD IN CONNECTION WITH THE LIABILITIES, AND IT SHALL NOT BE NECESSARY FOR THE
TERM AGENT TO MARSHAL ASSETS IN FAVOR OF ANY OBLIGOR OR ANY OTHER PERSON OR TO
PROCEED UPON OR AGAINST OR EXHAUST ANY SECURITY OR REMEDY BEFORE PROCEEDING TO
ENFORCE THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS.
EACH OBLIGOR EXPRESSLY
WAIVES ANY RIGHT TO REQUIRE THE TERM AGENT TO MARSHAL ASSETS IN FAVOR OF ANY
OBLIGOR OR ANY OTHER PERSON OR TO PROCEED AGAINST ANY OTHER OBLIGOR OR ANY
COLLATERAL PROVIDED BY ANY PERSON, AND AGREES THAT THE TERM AGENT MAY PROCEED
AGAINST OBLIGORS OR ANY COLLATERAL IN SUCH ORDER AS THEY SHALL DETERMINE IN
THEIR SOLE AND ABSOLUTE DISCRETION, SUBJECT TO THE TERMS HEREOF.
(E)
THE TERM AGENT MAY FILE A SEPARATE ACTION OR ACTIONS AGAINST ANY OBLIGOR,
WHETHER ACTION IS BROUGHT OR PROSECUTED WITH RESPECT TO ANY SECURITY OR AGAINST
ANY OTHER PERSON, OR WHETHER ANY OTHER PERSON IS JOINED IN ANY SUCH ACTION OR
ACTIONS.
EACH OBLIGOR AGREES, FOR ITSELF, THAT THE TERM AGENT AND ANY OTHER
OBLIGOR, OR ANY AFFILIATE OF ANY OTHER OBLIGOR (OTHER THAN SUCH OBLIGOR ITSELF),
MAY DEAL WITH EACH OTHER IN CONNECTION WITH THE LIABILITIES OR OTHERWISE, OR
ALTER ANY CONTRACTS OR AGREEMENTS NOW OR HEREAFTER EXISTING BETWEEN ANY OF THEM,
IN ANY MANNER WHATSOEVER, ALL WITHOUT IN ANY WAY ALTERING OR AFFECTING THE
CONTINUING EFFICACY AS TO SUCH OBLIGOR OF THE LOAN DOCUMENTS.
104
(F)
THE TERM AGENT'S RIGHTS HEREUNDER SHALL BE REINSTATED AND REVIVED, AND
THE ENFORCEABILITY OF THIS AGREEMENT SHALL CONTINUE, WITH RESPECT TO ANY AMOUNT
AT ANY TIME PAID ON ACCOUNT OF THE LIABILITIES WHICH THEREAFTER SHALL BE
REQUIRED TO BE RESTORED OR RETURNED BY THE TERM AGENT (INCLUDING, WITHOUT
LIMITATION, THE RESTORATION OR RETURN OF ANY AMOUNT PURSUANT TO A COURT ORDER OR
JUDGMENT (WHETHER OR NOT FINAL OR NON-APPEALABLE), OR PURSUANT TO A GOOD FAITH
SETTLEMENT OF A PENDING OR THREATENED AVOIDANCE OR RECOVERY ACTION, OR PURSUANT
TO GOOD FAITH COMPLIANCE WITH A DEMAND MADE BY A PERSON BELIEVED TO BE ENTITLED
TO PURSUE AN AVOIDANCE OR RECOVERY ACTION (SUCH AS A BANKRUPTCY TRUSTEE OR A
PERSON HAVING THE AVOIDING POWERS OF A BANKRUPTCY TRUSTEE, OR SIMILAR AVOIDING
POWERS), AND WITHOUT REQUIRING THE TERM AGENT TO OPPOSE OR LITIGATE AVOIDANCE OR
RECOVERY DEMANDS OR ACTIONS THAT IT BELIEVES IN GOOD FAITH TO BE MERITORIOUS OR
WORTHY OF SETTLEMENT OR COMPLIANCE, OR PURSUE OR EXHAUST APPEALS), ALL AS THOUGH