required to compensate any Lender pursuant to
this Section 2.14 for any reduction incurred more than 180 days before such
Lender notified Administrative Borrower of the change in law (or other
circumstance) giving rise to such reduction and of its claim to compensation
therefore.
2.15.
JOINT AND SEVERAL LIABILITY OF BORROWERS.
(A)
EACH BORROWER IS ACCEPTING JOINT AND SEVERAL LIABILITY WITH RESPECT
TO THE OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS IN CONSIDERATION
OF THE FINANCIAL ACCOMMODATIONS TO BE PROVIDED BY THE LENDER GROUP UNDER THIS
AGREEMENT, FOR THE MUTUAL BENEFIT, DIRECTLY AND INDIRECTLY, OF EACH BORROWER AND
IN CONSIDERATION OF THE UNDERTAKINGS OF THE OTHER BORROWERS TO ACCEPT JOINT AND
SEVERAL LIABILITY FOR THE OBLIGATIONS. EACH BORROWER HEREBY FURTHER IRREVOCABLY
AND UNCONDITIONALLY GUARANTIES AS AND FOR ITS OWN DEBT, UNTIL FINAL PAYMENT IN
FULL THEREOF HAS BEEN MADE, (A) THE PAYMENT OF THE OBLIGATIONS, WHEN AND AS THE
SAME SHALL BECOME DUE AND PAYABLE, WHETHER AT MATURITY, PURSUANT TO A MANDATORY
PREPAYMENT REQUIREMENT, BY ACCELERATION, OR OTHERWISE; IT BEING THE INTENT OF
EACH BORROWER THAT THE GUARANTY SET FORTH HEREIN SHALL BE A GUARANTY OF PAYMENT
AND NOT A GUARANTY OF COLLECTION; AND (B) THE PUNCTUAL AND FAITHFUL PERFORMANCE,
KEEPING, OBSERVANCE, AND FULFILLMENT BY EACH BORROWER OF ALL OF THE AGREEMENTS,
CONDITIONS, COVENANTS, AND OBLIGATIONS OF SUCH BORROWER CONTAINED IN THIS
AGREEMENT AND UNDER EACH OF THE OTHER LOAN DOCUMENTS.
(B)
EACH BORROWER, JOINTLY AND SEVERALLY, HEREBY IRREVOCABLY AND
UNCONDITIONALLY ACCEPTS, NOT MERELY AS A SURETY BUT ALSO AS A CO-DEBTOR, JOINT
AND SEVERAL LIABILITY WITH THE OTHER BORROWERS, WITH RESPECT TO THE PAYMENT AND
PERFORMANCE OF ALL OF THE OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ANY
OBLIGATIONS ARISING UNDER THIS SECTION 2.15), IT BEING THE INTENTION OF THE
PARTIES HERETO THAT ALL THE OBLIGATIONS SHALL BE THE JOINT AND SEVERAL
OBLIGATIONS OF EACH BORROWER WITHOUT PREFERENCES OR DISTINCTION AMONG THEM.
(C)
IF AND TO THE EXTENT THAT ANY BORROWER 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 BORROWER UNDER THE PROVISIONS OF THIS
SECTION 2.15 CONSTITUTE THE ABSOLUTE AND UNCONDITIONAL, FULL RECOURSE
OBLIGATIONS OF EACH BORROWER ENFORCEABLE AGAINST EACH BORROWER TO THE FULL
EXTENT OF ITS PROPERTIES AND ASSETS, IRRESPECTIVE OF THE VALIDITY, REGULARITY OR
ENFORCEABILITY OF THIS AGREEMENT OR ANY OTHER CIRCUMSTANCES WHATSOEVER.
(E)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH
BORROWER HEREBY WAIVES NOTICE OF ACCEPTANCE OF ITS JOINT AND SEVERAL LIABILITY,
NOTICE OF ANY ADVANCES,
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NOTICE OF THE OCCURRENCE OF ANY DEFAULT, EVENT OF DEFAULT, OR OF ANY DEMAND FOR
ANY PAYMENT UNDER THIS AGREEMENT, NOTICE OF ANY ACTION AT ANY TIME TAKEN OR
OMITTED BY THE AGENT OR LENDERS UNDER OR IN RESPECT OF ANY OF THE OBLIGATIONS,
ANY REQUIREMENT OF DILIGENCE OR TO MITIGATE