OTHER BORROWERS, 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 PERSON COMPOSING BORROWERS WITHOUT PREFERENCES OR
DISTINCTION AMONG THEM.
(C)
IF AND TO THE EXTENT THAT ANY OF 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 PERSONS COMPOSING BORROWERS WILL MAKE
SUCH PAYMENT WITH RESPECT TO, OR PERFORM, SUCH OBLIGATION.
(D)
THE OBLIGATIONS OF EACH PERSON COMPOSING
BORROWERS UNDER THE PROVISIONS OF THIS SECTION 2.14 CONSTITUTE THE ABSOLUTE AND
UNCONDITIONAL, FULL RECOURSE OBLIGATIONS OF EACH PERSON COMPOSING BORROWERS
ENFORCEABLE AGAINST EACH SUCH 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 PERSON COMPOSING BORROWERS HEREBY WAIVES NOTICE OF
ACCEPTANCE OF ITS JOINT AND SEVERAL LIABILITY, NOTICE OF ANY LETTERS OF CREDIT
ISSUED UNDER OR PURSUANT TO THIS AGREEMENT, 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 AGENT OR LENDERS
UNDER OR IN RESPECT OF ANY OF THE OBLIGATIONS, ANY REQUIREMENT OF DILIGENCE OR
TO MITIGATE DAMAGES AND, GENERALLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
ALL DEMANDS, NOTICES AND OTHER FORMALITIES OF EVERY KIND IN CONNECTION WITH THIS
AGREEMENT (EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT).
EACH PERSON
COMPOSING BORROWERS HEREBY ASSENTS TO, AND WAIVES NOTICE OF, ANY EXTENSION OR
POSTPONEMENT OF THE TIME FOR THE PAYMENT OF ANY OF THE OBLIGATIONS, THE
ACCEPTANCE OF ANY PAYMENT OF ANY OF THE OBLIGATIONS, THE ACCEPTANCE OF ANY
PARTIAL PAYMENT THEREON, ANY WAIVER, CONSENT OR OTHER ACTION OR ACQUIESCENCE BY
AGENT OR LENDERS AT ANY TIME OR TIMES IN RESPECT OF ANY DEFAULT BY ANY PERSON
COMPOSING BORROWERS IN THE PERFORMANCE OR SATISFACTION OF ANY TERM, COVENANT,
CONDITION OR PROVISION OF THIS AGREEMENT, ANY AND ALL OTHER INDULGENCES
WHATSOEVER BY AGENT OR LENDERS IN RESPECT OF ANY OF THE OBLIGATIONS, AND THE
TAKING, ADDITION, SUBSTITUTION OR RELEASE, IN WHOLE OR IN PART, AT ANY TIME OR
TIMES, OF ANY SECURITY FOR ANY OF THE OBLIGATIONS OR THE ADDITION, SUBSTITUTION
OR RELEASE, IN WHOLE OR IN PART, OF ANY PERSON COMPOSING BORROWERS.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EACH BORROWER ASSENTS TO ANY OTHER
ACTION OR DELAY IN ACTING OR FAILURE TO ACT ON THE PART OF ANY AGENT OR LENDER
WITH RESPECT TO THE FAILURE BY ANY PERSON COMPOSING BORROWERS TO COMPLY WITH ANY
OF ITS RESPECTIVE OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE
STRICTLY OR DILIGENTLY TO ASSERT ANY RIGHT OR TO PURSUE ANY REMEDY OR TO