The Senior Lender the Lenders and Borrower may --------------------- at any time and from time to time extend, renew or otherwise alter, as the Senior Lender and Borrower may deem proper, the terms of any or all of the Senior Debt or of any security therefor or of any agreement providing therefor or relating to the Senior Debt or to such security, or accelerate the maturity of any or all of the Senior Debt in accordance with the terms thereof or of any agreement among the Senior Lender, the Lenders and Borrower, and the Senior Lender may exchange, sell, surrender, release, fail to resort to or realize upon or otherwise deal with any or all security for the Senior Debt, or release or fail to resort to or enforce guaranties or endorsements of, or of the liabilities of any obligors liable upon, the Senior Debt or release or fail to set-off any balance of funds of the Borrower with the Senior Lender or under the Senior Lender's control, and generally deal with the Borrower and all guarantors and endorsers of, and all obligors liable upon, the Senior Debt, as the Senior Lender sees fit, all without notice to or consent of Subordinated Lender and without affecting to any extent any obligation or liability of Subordinated Lender, or any of the Senior Lenders' or any Lender's rights, hereunder. Without in any way limiting the foregoing, Subordinated Lender understands and agrees that the Senior Lender shall have uncontrolled power and discretion, without notice to Subordinated Lender, to deal in any manner with any indebtedness, interest, cost and expenses payable by or liability of the Borrower to the Lenders or the Senior Lender and any security or guaranties therefor. Subordinated Lender hereby waives and agrees not to assert against the Senior Lender or any Lender any rights which a guarantor or surety could exercise, and nothing in this Agreement shall be deemed to constitute Subordinated Lender as a guarantor or a surety. Subordinated Lender further consents and agrees to any action taken or omitted to be taken with respect to the Senior Loan Agreement, the Senior Loan Documents, the Senior Debt, and the security and collateral therefor, whether or not such action or omission prejudices Subordinated Lender or increases the likelihood that the Subordinated Debt will not be paid, and whether or not such circumstance might otherwise constitute a defense available to, or a discharge of, the Borrower or Subordinated Lender.
