TERMINATING,
DISCHARGING OR RELIEVING SUCH
27
BORROWER, IN WHOLE OR IN PART, FROM ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT, IT BEING THE INTENTION OF EACH BORROWER THAT, SO
LONG AS ANY OF THE OBLIGATIONS REMAIN UNSATISFIED, THE OBLIGATIONS OF SUCH
BORROWER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL NOT BE DISCHARGED
EXCEPT BY PERFORMANCE AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE.
THE
OBLIGATIONS OF EACH BORROWER UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL NOT BE DIMINISHED OR RENDERED UNENFORCEABLE BY ANY WINDING UP,
REORGANIZATION, ARRANGEMENT, LIQUIDATION, RECONSTRUCTION OR SIMILAR PROCEEDING
WITH RESPECT TO ANY BORROWER PARTY OR BANK.
THE JOINT AND SEVERAL LIABILITY OF
BORROWERS HEREUNDER 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 PARTY OR BANK.
(F)
THE PROVISIONS OF THIS SECTION ARE MADE FOR
THE BENEFIT OF BANK AND ITS SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED FROM
TIME TO TIME AGAINST ANY OF THE BORROWERS AS OFTEN AS OCCASION THEREFOR MAY
ARISE AND WITHOUT REQUIREMENT ON THE PART OF BANK FIRST TO MARSHAL ANY OF ITS
CLAIMS OR TO EXERCISE ANY OF ITS RIGHTS AGAINST ANY BORROWER PARTY OR TO EXHAUST
ANY REMEDIES AVAILABLE AGAINST ANY OTHER BORROWER PARTY OR TO RESORT TO ANY
OTHER SOURCE OR MEANS OF OBTAINING PAYMENT OF ANY OF THE OBLIGATIONS OR TO ELECT
ANY OTHER REMEDY.
THE PROVISIONS OF THIS SECTION SHALL REMAIN IN EFFECT UNTIL
ALL 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OBLIGATIONS, IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY BANK UPON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.
(G)
NOTWITHSTANDING ANY PROVISION OF ANY LOAN
DOCUMENT, THE LIABILITY OF EACH BORROWER UNDER THE LOAN DOCUMENTS AS OF ANY DATE
SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE GREATEST AMOUNT THAT WOULD NOT RENDER
SUCH BORROWER'S OBLIGATIONS UNDER THE LOAN DOCUMENTS SUBJECT TO AVOIDANCE,
DISCHARGE OR REDUCTION AS OF SUCH DATE AS A FRAUDULENT TRANSFER OR CONVEYANCE
UNDER APPLICABLE BANKRUPTCY LAWS OR OTHER LAWS, IN EACH INSTANCE AFTER GIVING
EFFECT TO ALL OTHER LIABILITIES OF SUCH BORROWER, CONTINGENT OR OTHERWISE, THAT
ARE RELEVANT UNDER APPLICABLE BANKRUPTCY LAWS OR OTHER LAWS (SPECIFICALLY
EXCLUDING, HOWEVER, ANY LIABILITIES OF SUCH BORROWER TO THE EXTENT THAT SUCH
LIABILITIES WOULD BE DISCHARGED BY PAYMENTS MADE BY SUCH BORROWER HEREUNDER, AND
AFTER GIVING EFFECT TO ANY RIGHTS OF SUBROGATION, CONTRIBUTION, REIMBURSEMENT,
INDEMNITY OR SIMILAR RIGHTS OF SUCH BORROWER PURSUANT TO APPLICABLE LAWS OR
OTHERWISE, INCLUDING ANY AGREEMENT OF SUCH BORROWER WITH ANY OTHER PERSON
PROVIDING FOR AN EQUITABLE ALLOCATION OF SUCH LIABILITY).
EACH BORROWER
ACKNOWLEDGES AND AGREES THAT THE OBLIGATIONS MAY FROM TIME