ACTION OR DELAY IN ACTING OR FAILURE TO ACT ON THE PART OF THE
ADMINISTRATIVE AGENT AND THE LENDERS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE
STRICTLY OR DILIGENTLY TO ASSERT ANY 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 2.14, AFFORD GROUNDS FOR TERMINATING, DISCHARGING OR
RELIEVING SUCH BORROWER, IN WHOLE OR IN PART, FROM ANY OF ITS OBLIGATIONS UNDER
THIS SECTION 2.14, IT BEING THE INTENTION OF EACH BORROWER THAT, SO LONG AS ANY
OF THE OBLIGATIONS HEREUNDER REMAIN UNSATISFIED, THE OBLIGATIONS OF SUCH
BORROWER UNDER THIS SECTION 2.14 SHALL NOT BE DISCHARGED EXCEPT BY PERFORMANCE
AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE. THE OBLIGATIONS OF EACH
BORROWER UNDER THIS SECTION 2.14 SHALL NOT BE DIMINISHED OR RENDERED
UNENFORCEABLE BY ANY WINDING UP, REORGANIZATION, ARRANGEMENT, LIQUIDATION,
RECONSTRUCTION OR SIMILAR PROCEEDING WITH RESPECT TO ANY RECONSTRUCTION OR
SIMILAR PROCEEDING WITH RESPECT TO ANY OTHER BORROWER, OR ANY OF THE LENDERS.
THE JOINT AND SEVERAL LIABILITY OF THE BORROWERS HEREUNDER SHALL CONTINUE IN
FULL FORCE AND EFFECT NOTWITHSTANDING ANY ABSORPTION, MERGER, AMALGAMATION OR
ANY OTHER CHANGE WHATSOEVER IN THE NAME, OWNERSHIP, MEMBERSHIP, CONSTITUTION OR
PLACE OF FORMATION OF ANY BORROWER OR THE LENDERS. EACH OF THE BORROWERS
ACKNOWLEDGES AND CONFIRMS THAT IT HAS ITSELF ESTABLISHED ITS OWN ADEQUATE MEANS
OF OBTAINING FROM THE
40
OTHER BORROWER ON A CONTINUING BASIS ALL INFORMATION DESIRED BY SUCH BORROWER
CONCERNING THE FINANCIAL CONDITION OF THE OTHER BORROWER AND THAT EACH SUCH
BORROWER WILL LOOK TO THE OTHER BORROWER AND NOT TO THE ADMINISTRATIVE AGENT OR
ANY LENDER IN ORDER FOR SUCH BORROWER TO KEEP ADEQUATELY INFORMED OF CHANGES IN
THE OTHER BORROWER'S RESPECTIVE FINANCIAL CONDITIONS.
(F)
THE PROVISIONS OF THIS SECTION 2.14 ARE
MADE FOR THE BENEFIT OF THE LENDERS AND THE ADMINISTRATIVE AGENT AND THEIR
RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED BY IT OR THEM
FROM TIME TO TIME AGAINST EITHER OR BOTH OF THE BORROWERS AS OFTEN AS OCCASION
THEREFOR MAY ARISE AND WITHOUT REQUIREMENT ON THE PART OF THE LENDERS, THE
ADMINISTRATIVE AGENT OR SUCH SUCCESSOR OR ASSIGN FIRST TO MARSHAL ANY OF ITS OR
THEIR CLAIMS OR TO EXERCISE ANY OF ITS OR THEIR RIGHTS AGAINST THE OTHER
BORROWER OR TO EXHAUST ANY REMEDIES AVAILABLE TO IT OR THEM AGAINST THE OTHER
BORROWER OR TO RESORT TO ANY OTHER SOURCE OR MEANS OF OBTAINING PAYMENT OF ANY
OF THE OBLIGATIONS HEREUNDER OR TO ELECT ANY OTHER REMEDY. THE PROVISIONS OF
THIS SECTION 2.14 SHALL REMAIN IN EFFECT UNTIL ALL OF THE OBLIGATIONS 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 THE OBLIGATIONS, IS RESCINDED OR
MUST OTHERWISE BE RESTORED OR RETURNED BY ANY LENDER OR ANY ADMINISTRATIVE AGENT
UPON THE INSOLVENCY, BANKRUPTCY OR REORGANIZATION OF ANY OF THE BORROWERS, OR
OTHERWISE, THE PROVISIONS OF THIS SECTION 2.14 WILL FORTHWITH BE