AND SEVERAL LIABILITY WITH EACH OTHER BORROWER,
WITH RESPECT TO THE PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS
(INCLUDING, WITHOUT LIMITATION, ANY OBLIGATIONS ARISING UNDER THIS
SECTION 2.14), IT BEING THE INTENTION OF THE PARTIES HERETO THAT ALL THE
OBLIGATIONS SHALL BE THE JOINT AND SEVERAL OBLIGATIONS OF EACH OF THE BORROWERS
WITHOUT PREFERENCES OR DISTINCTION AMONG THEM.
(C)
IF AND TO THE EXTENT THAT ANY OF THE BORROWERS SHALL FAIL TO MAKE
ANY PAYMENT WITH RESPECT TO ANY OF THE OBLIGATIONS AS AND WHEN DUE OR TO PERFORM
ANY OF THE OBLIGATIONS IN ACCORDANCE WITH THE TERMS THEREOF, THEN, IN EACH SUCH
EVENT, THE OTHER BORROWERS WILL MAKE SUCH PAYMENT WITH RESPECT TO, OR PERFORM,
SUCH OBLIGATION.
(D)
THE OBLIGATIONS OF EACH OF THE BORROWERS UNDER THE PROVISIONS OF
THIS SECTION 2.14 CONSTITUTE THE FULL RECOURSE OBLIGATIONS OF EACH OF THE
BORROWERS ENFORCEABLE AGAINST EACH SUCH PERSON TO THE FULL EXTENT OF ITS
PROPERTIES AND ASSETS, IRRESPECTIVE OF THE VALIDITY, REGULARITY OR
ENFORCEABILITY OF THIS CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY OTHER
CIRCUMSTANCE WHATSOEVER.
(E)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, EACH BORROWER
HEREBY WAIVES PROMPTNESS, DILIGENCE, PRESENTMENT, DEMAND, PROTEST, NOTICE OF
ACCEPTANCE OF ITS JOINT AND SEVERAL LIABILITY, NOTICE OF ANY AND ALL ADVANCES OF
THE LOANS MADE UNDER THIS CREDIT AGREEMENT AND ANY PROMISSORY NOTE ISSUED
HEREUNDER, NOTICE OF OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT (EXCEPT TO
THE EXTENT NOTICE IS EXPRESSLY REQUIRED TO BE GIVEN PURSUANT TO THE TERMS OF
THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS), OR OF ANY DEMAND FOR
ANY PAYMENT UNDER THIS CREDIT AGREEMENT, NOTICE OF ANY ACTION AT ANY TIME TAKEN
OR OMITTED BY THE ADMINISTRATIVE AGENT OR THE LENDERS UNDER OR IN RESPECT OF ANY
OF THE OBLIGATIONS HEREUNDER, ANY REQUIREMENT OF DILIGENCE AND, GENERALLY, ALL
DEMANDS, NOTICES AND OTHER FORMALITIES OF EVERY KIND IN CONNECTION WITH THIS
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
EACH
40
BORROWER HEREBY WAIVES ALL DEFENSES WHICH MAY BE AVAILABLE BY VIRTUE OF ANY
VALUATION, STAY, MORATORIUM LAW OR OTHER SIMILAR LAW NOW OR HEREAFTER IN EFFECT,
ANY RIGHT TO REQUIRE THE MARSHALING OF ASSETS OF THE BORROWERS AND ANY OTHER
ENTITY OR PERSON PRIMARILY OR SECONDARILY LIABLE WITH RESPECT TO ANY OF THE
OBLIGATIONS, AND ALL SURETY SHIP DEFENSES GENERALLY.
EACH BORROWER HEREBY
ASSENTS TO, AND WAIVES NOTICE OF, ANY EXTENSION OR POSTPONEMENT OF THE TIME FOR
THE PAYMENT, OR PLACE OR MANNER FOR PAYMENT, COMPROMISE, REFINANCING,
CONSOLIDATION OR RENEWALS OF ANY OF THE OBLIGATIONS HEREUNDER, THE ACCEPTANCE OF
ANY PARTIAL PAYMENT THEREON, ANY WAIVER, CONSENT OR OTHER ACTION OR ACQUIESCENCE
BY THE ADMINISTRATIVE AGENT AND THE LENDERS AT ANY TIME OR TIMES IN RESPECT OF
ANY DEFAULT BY ANY BORROWER IN THE PERFORMANCE OR SATISFACTION OF ANY TERM,
COVENANT, CONDITION OR PROVISION OF THIS CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS, ANY AND ALL OTHER INDULGENCES WHATSOEVER BY THE ADMINISTRATIVE AGENT
AND THE LENDERS IN RESPECT OF ANY OF THE OBLIGATIONS HEREUNDER,