IN PART, OF
ANY BORROWER OR ANY OTHER ENTITY OR PERSON PRIMARILY OR SECONDARILY LIABLE FOR
ANY OBLIGATION. SUCH BORROWER FURTHER AGREES THAT ITS OBLIGATIONS SHALL NOT BE
RELEASED OR DISCHARGED, IN WHOLE OR IN PART, OR OTHERWISE AFFECTED BY THE
ADEQUACY OF ANY RIGHTS WHICH THE ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE
AGAINST ANY COLLATERAL SECURITY OR OTHER MEANS OF OBTAINING REPAYMENT OF ANY OF
THE OBLIGATIONS, THE IMPAIRMENT OF ANY COLLATERAL SECURITY SECURING THE
OBLIGATIONS, INCLUDING, WITHOUT LIMITATION, THE FAILURE TO PROTECT OR PRESERVE
ANY RIGHTS WHICH ANY ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE IN SUCH
COLLATERAL SECURITY OR THE SUBSTITUTION, EXCHANGE, SURRENDER, RELEASE, LOSS OR
DESTRUCTION OF ANY SUCH COLLATERAL SECURITY, ANY OTHER ACT OR OMISSION WHICH
MIGHT IN ANY MANNER OR TO ANY EXTENT VARY THE RISK OF SUCH BORROWER, OR
OTHERWISE OPERATE AS A RELEASE OR DISCHARGE OF SUCH BORROWER, ALL OF WHICH MAY
BE DONE WITHOUT NOTICE TO SUCH BORROWER.
IF FOR ANY REASON ANY OTHER BORROWER
HAS NO LEGAL EXISTENCE OR IS UNDER NO LEGAL OBLIGATION TO DISCHARGE ANY OF THE
OBLIGATIONS, OR IF ANY OF THE OBLIGATIONS HAVE BECOME IRRECOVERABLE FROM ANY
OTHER BORROWER BY REASON OF SUCH OTHER BORROWER'S INSOLVENCY, BANKRUPTCY OR
REORGANIZATION OR BY OTHER OPERATION OF LAW OR FOR ANY REASON, THIS AGREEMENT
AND THE OTHER LOAN
46
DOCUMENTS TO WHICH IT IS A PARTY SHALL NEVERTHELESS BE BINDING ON SUCH BORROWER
TO THE SAME EXTENT AS IF SUCH BORROWER AT ALL TIMES HAD BEEN THE SOLE OBLIGOR ON
SUCH OBLIGATIONS. 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 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 2.15, AFFORD GROUNDS FOR TERMINATING,
DISCHARGING OR RELIEVING SUCH BORROWER, IN WHOLE OR IN PART, FROM ANY OF ITS
OBLIGATIONS UNDER THIS SECTION 2.15, 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 2.15 SHALL NOT BE DISCHARGED
EXCEPT BY PERFORMANCE AND THEN ONLY TO THE EXTENT OF SUCH PERFORMANCE. THE
OBLIGATIONS OF EACH BORROWER UNDER THIS SECTION 2.15 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 OTHER BORROWERS