RIGHT OR TO
PURSUE ANY REMEDY OR TO COMPLY FULLY WITH APPLICABLE LAWS OR REGULATIONS
THEREUNDER, WHICH MIGHT, BUT FOR THE PROVISIONS OF THIS SECTION, AFFORD GROUNDS
FOR TERMINATING, DISCHARGING OR RELIEVING ANY BORROWER, IN WHILE OR IN PART,
FROM ANY OF ITS LIABILITIES UNDER THIS SECTION, IT BEING THE INTENTION OF EACH
BORROWER THAT, SO LONG AS ANY OF THE LIABILITIES UNDER THIS AGREEMENT REMAIN
UNSATISFIED, THE LIABILITIES OF SUCH BORROWER UNDER THIS SECTION SHALL NOT BE
DISCHARGED EXCEPT BY PERFORMANCE AND THEN ONLY TO THE EXTENT OF SUCH
PERFORMANCE. THE LIABILITIES OF EACH BORROWER UNDER THIS SECTION SHALL NOT BE
DIMINISHED OR RENDERED UNENFORCEABLE BY ANY WINDING UP, REORGANIZATION,
ARRANGEMENT , LIQUIDATION, RECONSTRUCTION OR SIMILAR PROCEEDING WITH RESPECT TO
ANY OTHER BORROWER OR LENDER. THE JOINT AND SEVERAL LIABILITY OF EACH BORROWER
UNDER THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING ANY
ABSORPTION, MERGER, AMALGAMATION OR ANY OTHER CHANGE WHATSOEVER IN THE NAME,
MEMBERSHIP, CONSTITUTION OR PLACE OF FORMATION OF ANY BORROWER OR LENDER.
(F)
THE PROVISIONS OF THIS SECTION ARE MADE FOR THE BENEFIT OF LENDER
AND LENDER'S SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED BY LENDER IN GOOD FAITH
FROM TIME TO TIME AGAINST ANY OR ALL OF THE BORROWERS AS OFTEN AS OCCASION
THEREFOR MAY ARISE AND WITHOUT REQUIREMENT ON LENDER'S PART FIRST TO MARSHAL ANY
OF ITS CLAIMS OR TO EXERCISE ANY OF ITS RIGHTS AGAINST ANY BORROWER OR TO
EXHAUST ANY REMEDIES AVAILABLE TO LENDER AGAINST ANY OTHER BORROWER OR TO RESORT
TO ANY OTHER SOURCE OR MEANS OF OBTAINING PAYMENT OF ANY OF THE LIABILITIES
UNDER THIS AGREEMENT OR TO ELECT ANY OTHER REMEDY. THE PROVISIONS OF THIS
SECTION SHALL REMAIN IN EFFECT UNTIL ALL OF THE LIABILITIES OF EACH BORROWER TO
LENDER UNDER THIS AGREEMENT AND THE NOTES SHALL HAVE BEEN PAID IN FULL OR
OTHERWISE FULLY SATISFIED. IF AT ANY TIME, ANY PAYMENT, OR ANY PART THEREOF,
MADE IN RESPECT OF ANY OF SUCH LIABILITIES OF EACH BORROWER TO LENDER, IS
RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY LENDER UPON THE
INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY BORROWER, OR OTHERWISE, THE
PROVISIONS OF THIS SECTION WILL FORTHWITH BE REINSTATED IN EFFECT, AS THOUGH
SUCH PAYMENT HAD NOT BEEN MADE.
53
(G)
UNTIL SUCH TIME AS ALL OUTSTANDING LIABILITIES ARE PAID AND
DISCHARGED IN FULL, EACH BORROWER AGREES THAT IT SHALL NOT HAVE, AND HEREBY
EXPRESSLY WAIVES: (I) ANY RIGHT TO SUBROGATION OR INDEMNIFICATION, AND ANY OTHER
RIGHT TO PAYMENT FROM OR REIMBURSEMENT BY ANY OTHER BORROWER, IN CONNECTION WITH
OR AS A CONSEQUENCE OF ANY PAYMENT MADE BY ANY BORROWER TO LENDER, (II) ANY
RIGHT TO ENFORCE ANY RIGHT OR REMEDY WHICH LENDER HAVE OR MAY HEREAFTER HAVE
AGAINST ANY OTHER BORROWER, AND (III) ANY BENEFIT OF, AND ANY RIGHT TO
PARTICIPATE IN (A) ANY COLLATERAL NOW OR HEREAFTER HELD BY LENDER, OR (B) ANY
PAYMENT TO LENDER BY, OR COLLECTION BY LENDER FROM ANY OTHER BORROWER. THE
PROVISIONS OF THIS PARAGRAPH ARE MADE FOR