EFTA01388706.pdf

Information without the prior written consent of unconditionally and expressly waives, to the fullest Lender, (f) Lender may rely upon any written extent permitted by applicable law, all defenses, (including fax), telephonic or oral communication counterclaims, rights of setoff, any requirement that in good faith believed by Lender to have been Lender first proceed against any guarantor or any authorized by Debtor, provided, however, that if other security, all requirements for notice of any any such communication is oral or telephonic, it kind, demand, protest, presentment, notice of non- shall be promptly confirmed in writing (including payment, default or dishonor of any Obligation, by fax) (but the lack of such confirmation or any notice of acceptance hereof, marshalling of assets conflict between such confirmation and the and the like, including without limitation, any right relevant telephonic or oral communications shall to notice or judicial hearing in connection with not affect any action taken by Lender in reliance Lenders taking possession of or disposition of any on such telephonic or oral communications prior Collateral, any notice of any sale, transfer or other to receipt of such confirmation), (g) Debtor shall disposition by Lender of any Obligation, any deliver to Lender from time to time as requested requirement that Lender first proceed against by Lender, financial statements prepared in Debtor, any other collateral or any other person accordance with sound accounting principles and liable for any of the Obligations, and all damages consistent with the financial statements of Debtor occasioned by any of the foregoing (except as previously delivered to Lender, certified to Lender finally determined by a competent court to have by Debtor as true, correct and complete and been the direct result of Lender's gross negligence accurately reflecting the financial condition of or willful misconduct). No invalidity, irregularity Debtor as of the date thereof, and (h) if Debtor is a or unenforceability of any Obligations shall affect, corporation, partnership or other legal entity, impair or be a defense to any of Debtor's Debtor shall not sell, transfer, pledge or encumber obligations or agreements or any of Lender's rights or permit the sale, transfer, pledge or encumbrance or remedies hereunder. Lender may from time to of any interest in Debtor, directly or indirectly, time, without notice to or consent by Debtor, and that would or might cause a change in control of without affecting or impairing Debtor's obligations Debtor. or agreements or Lender's rights and remedies hereunder: (i) sell, release, exchange, settle, 4. Debtor further covenants and agrees to compromise or otherwise dispose of or deal with comply with the Collateral Maintenance any property or other security for any of the Requirements set forth in Schedule D hereto, as Obligations, and (ii) exercise (in such order as same may change from time to time in Lender's Lender may choose), or refrain from exercising, discretion. If Debtor fails to comply with the any rights against any person liable for any Collateral Maintenance Requirements, Lender shall Obligations. To the fullest extent permitted by have all the rights and remedies of a secured party law, Debtor also waives any and all rights or under the New York Uniform Commercial Code as defenses arising by reason of (x) any "one action" then in effect (the "UCC") or other applicable law, or "anti-deficiency" law that would otherwise and may, in addition to any other right or remedy prevent Lender from bringing any action, available to Lender hereunder or under applicable including any claim for a deficiency, or exercising law, without notice to or consent by Debtor, sell, any right or remedy (including any right of set-oft) liquidate or redeem so much of the Collateral as is against Debtor before or after the commencement necessary to reduce the Obligations so as to comply or completion of any foreclosure action or sale of with the Collateral Maintenance Requirements then any collateral for the Obligations, whether in effect. judicially, by exercise of power of sale or otherwise, or (y) any other law that in any other 5. Debtor hereby irrevocably, way would otherwise require any election of Confidential Contitlathal 46178v12 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0092417 CONFIDENTIAL SDNY GM_00238601 EFTA01388706