Borrowers
(A)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO
THE CONTRARY, EACH OF THE BORROWERS HEREBY ACCEPTS JOINT AND SEVERAL LIABILITY
HEREUNDER AND UNDER THE OTHER CREDIT DOCUMENTS IN CONSIDERATION OF THE FINANCIAL
ACCOMMODATIONS TO BE PROVIDED BY THE AGENTS AND THE LENDERS UNDER THIS AGREEMENT
AND THE OTHER CREDIT DOCUMENTS, FOR THE MUTUAL BENEFIT, DIRECTLY AND INDIRECTLY,
OF EACH OF THE BORROWERS AND IN CONSIDERATION OF THE UNDERTAKINGS OF THE OTHER
BORROWERS TO ACCEPT JOINT AND SEVERAL LIABILITY FOR THE OBLIGATIONS.
EACH OF
THE BORROWERS, 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 2.24), IT BEING THE INTENTION OF THE PARTIES HERETO
THAT ALL OF THE OBLIGATIONS SHALL BE THE JOINT AND SEVERAL OBLIGATIONS OF EACH
OF THE BORROWERS WITHOUT PREFERENCES OR DISTINCTION AMONG THEM.
IF AND TO THE
EXTENT THAT ANY OF THE 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 BORROWERS
WILL MAKE SUCH PAYMENT WITH RESPECT TO, OR PERFORM, SUCH OBLIGATION.
SUBJECT TO
THE TERMS AND CONDITIONS HEREOF, THE OBLIGATIONS OF EACH OF THE BORROWERS UNDER
THE PROVISIONS OF THIS SECTION 2.24 CONSTITUTE THE ABSOLUTE AND UNCONDITIONAL,
FULL RECOURSE OBLIGATIONS OF EACH OF THE BORROWERS, ENFORCEABLE AGAINST EACH
SUCH PERSON TO THE FULL EXTENT OF ITS PROPERTIES AND ASSETS, IRRESPECTIVE OF THE
VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS AGREEMENT, THE OTHER CREDIT
DOCUMENTS OR ANY OTHER CIRCUMSTANCES WHATSOEVER.
(B)
THE PROVISIONS OF THIS SECTION 2.24 ARE MADE FOR THE BENEFIT OF THE AGENTS,
THE LENDERS AND THEIR SUCCESSORS AND ASSIGNS, AND MAY BE ENFORCED BY THEM FROM
TIME TO TIME AGAINST ANY OR ALL OF THE BORROWERS AS OFTEN AS OCCASION THEREFOR
MAY ARISE AND WITHOUT REQUIREMENT ON THE PART OF THE AGENTS, THE LENDERS OR SUCH
SUCCESSORS OR ASSIGNS FIRST TO MARSHAL ANY OF ITS OR THEIR CLAIMS OR TO EXERCISE
ANY OF ITS OR THEIR RIGHTS AGAINST ANY OF THE OTHER BORROWERS OR TO EXHAUST ANY
REMEDIES AVAILABLE TO IT OR THEM AGAINST ANY OF THE OTHER BORROWERS OR TO RESORT
TO ANY OTHER SOURCE OR MEANS OF OBTAINING PAYMENT OF ANY OF THE OBLIGATIONS
HEREUNDER OR TO ELECT ANY OTHER REMEDY.
THE PROVISIONS OF THIS SECTION 2.24
SHALL BE IN EFFECT UNTIL ALL OF THE OBLIGATIONS SHALL HAVE BEEN PAID IN FULL OR
OTHERWISE FULLY SATISFIED.
51
(C)
EACH OF THE BORROWERS HEREBY AGREES THAT IT WILL NOT ENFORCE ANY OF ITS
RIGHTS OF CONTRIBUTION OR SUBROGATION AGAINST THE OTHER BORROWERS WITH RESPECT
TO ANY LIABILITY INCURRED BY IT HEREUNDER OR UNDER ANY OF THE OTHER CREDIT
DOCUMENTS, OR ANY PAYMENTS MADE BY IT TO THE AGENTS OR