ANY OF THE FOLLOWING, WHETHER OR NOT
SUCH LOAN PARTY SHALL HAVE HAD NOTICE OR KNOWLEDGE OF ANY OF THEM:
(I) ANY
FAILURE OR OMISSION TO ASSERT OR ENFORCE OR AGREEMENT OR ELECTION NOT TO ASSERT
OR ENFORCE, OR THE STAY OR ENJOINING, BY ORDER OF COURT, BY OPERATION OF LAW OR
OTHERWISE, OF THE EXERCISE OR ENFORCEMENT OF, ANY CLAIM OR DEMAND OR ANY RIGHT,
POWER OR REMEDY (WHETHER ARISING UNDER THE LOAN DOCUMENTS, AT LAW, IN EQUITY OR
OTHERWISE) WITH RESPECT TO THE OBLIGATIONS OR ANY AGREEMENT RELATING THERETO, OR
WITH RESPECT TO ANY OTHER GUARANTY OF OR SECURITY FOR THE PAYMENT OF THE
OBLIGATIONS; (II) ANY RESCISSION, WAIVER, AMENDMENT OR MODIFICATION OF, OR ANY
CONSENT TO DEPARTURE FROM, ANY OF THE TERMS OR PROVISIONS (INCLUDING PROVISIONS
RELATING TO EVENTS OF DEFAULT) OF THIS AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT EXECUTED PURSUANT THERETO, OR OF ANY
OTHER GUARANTY OR SECURITY FOR THE OBLIGATIONS, IN EACH CASE WHETHER OR NOT IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SUCH LOAN DOCUMENT OR ANY AGREEMENT
RELATING TO SUCH OTHER GUARANTY OR SECURITY; (III) THE OBLIGATIONS, OR ANY
AGREEMENT RELATING THERETO, AT ANY TIME BEING FOUND TO BE ILLEGAL, INVALID OR
UNENFORCEABLE IN ANY RESPECT; (IV) THE APPLICATION OF PAYMENTS RECEIVED FROM ANY
SOURCE TO THE PAYMENT OF ANY LIABILITY OTHER THAN THE OBLIGATIONS, EVEN THOUGH
THE LENDERS MIGHT HAVE ELECTED TO APPLY SUCH PAYMENT TO ANY PART OR ALL OF THE
OBLIGATIONS; (V) ANY CONSENT BY ANY LENDER OR THE AGENT TO THE CHANGE,
REORGANIZATION OR TERMINATION OF THE CORPORATE STRUCTURE OR EXISTENCE OF ANY
OTHER LOAN PARTY, OR ANY OTHER PERSON AND TO ANY CORRESPONDING RESTRUCTURING OF
THE OBLIGATIONS; (VI) ANY FAILURE TO PERFECT OR CONTINUE PERFECTION OF A
SECURITY INTEREST IN ANY COLLATERAL WHICH SECURES ANY OF THE OBLIGATIONS;
(VII) ANY DEFENSES (EXCEPT THE DEFENSE OF FINAL PAYMENT IN FULL), SET-OFFS OR
COUNTERCLAIMS WHICH ANY LOAN PARTY, ANY GUARANTOR OR ANY OTHER PERSON MAY ALLEGE
OR ASSERT AGAINST THE AGENT OR ANY LENDER IN RESPECT OF THE OBLIGATIONS,
INCLUDING, FOR EXAMPLE, FAILURE OF CONSIDERATION, BREACH OF WARRANTY, STATUTE OF
FRAUDS, STATUTE OF LIMITATIONS, ACCORD AND SATISFACTION AND USURY; AND
(VIII) ANY OTHER ACT OR THING OR OMISSION, OR DELAY TO DO ANY OTHER ACT OR
THING, WHICH MAY OR MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF ANY
LOAN PARTY AS AN OBLIGOR IN RESPECT OF THE OBLIGATIONS.
(D)
TO THE EXTENT THAT ANY LOAN PARTY IS A GUARANTOR OR A SURETY AS A
RESULT OF THE JOINT AND SEVERAL OBLIGATIONS HEREUNDER, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EACH SUCH LOAN PARTY HEREBY WAIVES AND AGREES NOT TO ASSERT OR
TAKE ADVANTAGE OF:
(I) ANY DEFENSE NOW EXISTING OR HEREAFTER ARISING BASED UPON
ANY LEGAL DISABILITY OR OTHER DEFENSE OF ANY OTHER LOAN PARTY OR ANY GUARANTOR
OR OTHER PERSON, OR BY REASON OF THE CESSATION OR LIMITATION OF THE LIABILITY OF
ANY OTHER
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LOAN