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 ANY LENDER PARTY.
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 ANY
LENDER PARTY.
(F)
THE PROVISIONS OF THIS SECTION ARE MADE FOR THE BENEFIT OF LENDER
PARTIES AND THEIR RESPECTIVE 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 ANY LENDER PARTY 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 CREDIT AGREEMENT
OBLIGATIONS OR TO ELECT ANY OTHER REMEDY.
THE PROVISIONS OF THIS SECTION SHALL
REMAIN IN EFFECT UNTIL ALL THE CREDIT AGREEMENT 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 CREDIT AGREEMENT OBLIGATIONS, IS
RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY ANY LENDER PARTY UPON THE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 CREDIT AGREEMENT OBLIGATIONS MAY FROM TIME TO
TIME EXCEED THE LIMITATION OF LIABILITY SET FORTH IN THE PRECEDING SENTENCE
WITHOUT DISCHARGING, LIMITING OR OTHERWISE AFFECTING THE OBLIGATIONS OF ANY
BORROWER UNDER THE LOAN DOCUMENTS OR THE RIGHTS AND REMEDIES OF LENDER PARTIES.
38
1.11
LENDER PARTY SWAP DOCUMENTS.
NOTWITHSTANDING ANY PROVISION OF