OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
THE OBLIGATIONS OF EACH LOAN PARTY HEREUNDER SHALL NOT BE DISCHARGED OR IMPAIRED
OR OTHERWISE AFFECTED BY THE FAILURE OF ANY AGENT OR ANY OTHER CREDIT PARTY TO
ASSERT ANY CLAIM OR DEMAND OR TO ENFORCE ANY REMEDY UNDER THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT OR ANY OTHER AGREEMENT, BY ANY WAIVER OR MODIFICATION OF ANY
PROVISION OF ANY THEREOF, ANY DEFAULT, FAILURE OR DELAY, WILLFUL OR OTHERWISE,
IN THE PERFORMANCE OF ANY OF THE OBLIGATIONS, OR BY ANY OTHER ACT OR OMISSION
149
THAT MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF ANY LOAN PARTY
OR THAT WOULD OTHERWISE OPERATE AS A DISCHARGE OF ANY LOAN PARTY AS A MATTER OF
LAW OR EQUITY (OTHER THAN THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL THE
OBLIGATIONS AFTER THE TERMINATION OF THE COMMITMENTS).
(C)
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH LOAN PARTY
WAIVES ANY DEFENSE BASED ON OR ARISING OUT OF ANY DEFENSE OF ANY OTHER LOAN
PARTY OR THE UNENFORCEABILITY OF THE OBLIGATIONS OR ANY PART THEREOF FROM ANY
CAUSE, OR THE CESSATION FROM ANY CAUSE OF THE LIABILITY OF ANY OTHER LOAN PARTY,
OTHER THAN THE INDEFEASIBLE PAYMENT IN FULL IN CASH OF ALL THE OBLIGATIONS AND
THE TERMINATION OF THE COMMITMENTS. THE COLLATERAL AGENT AND THE OTHER CREDIT
PARTIES MAY, AT THEIR ELECTION, FORECLOSE ON ANY SECURITY HELD BY ONE OR MORE OF
THEM BY ONE OR MORE JUDICIAL OR NONJUDICIAL SALES, ACCEPT AN ASSIGNMENT OF ANY
SUCH SECURITY IN LIEU OF FORECLOSURE, COMPROMISE OR ADJUST ANY PART OF THE
OBLIGATIONS, MAKE ANY OTHER ACCOMMODATION WITH ANY OTHER LOAN PARTY, OR EXERCISE
ANY OTHER RIGHT OR REMEDY AVAILABLE TO THEM AGAINST ANY OTHER LOAN PARTY,
WITHOUT AFFECTING OR IMPAIRING IN ANY WAY THE LIABILITY OF ANY LOAN PARTY
HEREUNDER EXCEPT TO THE EXTENT THAT ALL THE OBLIGATIONS HAVE BEEN INDEFEASIBLY
PAID IN FULL IN CASH AND THE COMMITMENTS HAVE BEEN TERMINATED.
PURSUANT TO, AND
TO THE EXTENT PERMITTED BY, APPLICABLE LAW, EACH LOAN PARTY WAIVES ANY DEFENSE
ARISING OUT OF ANY SUCH ELECTION AND WAIVES ANY BENEFIT OF, AND RIGHT TO
PARTICIPATE IN, ANY SUCH FORECLOSURE ACTION, EVEN THOUGH SUCH ELECTION OPERATES,
PURSUANT TO APPLICABLE LAW, TO IMPAIR OR TO EXTINGUISH ANY RIGHT OF
REIMBURSEMENT, INDEMNITY, CONTRIBUTION OR SUBROGATION OR OTHER RIGHT OR REMEDY
OF SUCH LOAN PARTY AGAINST ANY OTHER LOAN PARTY, AS THE CASE MAY BE, OR ANY
SECURITY.
EACH LOAN PARTY AGREES THAT IT SHALL NOT ASSERT ANY CLAIM IN
COMPETITION WITH ANY AGENT OR ANY OTHER CREDIT PARTY IN RESPECT OF ANY PAYMENT
MADE HEREUNDER IN CONNECTION WITH ANY PROCEEDINGS UNDER ANY DEBTOR RELIEF LAWS.
(D)
EACH BORROWER IS OBLIGATED TO REPAY THE OBLIGATIONS HEREUNDER AS
JOINT AND SEVERAL OBLIGORS UNDER THIS AGREEMENT.
UPON PAYMENT BY ANY LOAN PARTY
OF ANY OBLIGATIONS, ALL RIGHTS OF SUCH LOAN PARTY AGAINST ANY OTHER LOAN PARTY
ARISING AS A RESULT THEREOF BY WAY OF RIGHT OF SUBROGATION,