SEVERALLY LIABLE FOR ALL OBLIGATIONS, REGARDLESS OF, INTER ALIA, WHICH BORROWER
REQUESTED (OR RECEIVED THE PROCEEDS OF) A PARTICULAR ADVANCE.
15.
JOINT AND SEVERAL LIABILITY.
THE REVOLVING
LOANS MADE TO THE BORROWERS SHALL BE DEEMED JOINTLY FUNDED TO, AND RECEIVED BY,
ALL OF THE BORROWERS.
EACH BORROWER JOINTLY AND SEVERALLY AGREES TO PAY, AND
SHALL BE JOINT AND SEVERALLY LIABLE FOR THE PAYMENT AND PERFORMANCE OF, ALL
OBLIGATIONS DIRECTLY INCURRED BY ANY OTHER BORROWER, REGARDLESS OF WHETHER SUCH
BORROWER ACTUALLY RECEIVES THE PROCEEDS OF THE INDEBTEDNESS GOVERNED HEREBY OR
THE BENEFIT OF ANY OTHER EXTENSIONS OF CREDIT HEREUNDER.
EACH BORROWER
ACKNOWLEDGES AND AGREES THAT THE JOINT AND SEVERAL LIABILITY OF THE BORROWERS IS
PROVIDED AS AN INDUCEMENT TO LENDER TO PROVIDE LOANS AND OTHER FINANCIAL
ACCOMMODATIONS TO THE BORROWERS, AND THAT EACH SUCH REVOLVING LOAN OR OTHER
FINANCIAL ACCOMMODATION SHALL BE DEEMED TO
7
HAVE BEEN DONE OR EXTENDED BY LENDER IN CONSIDERATION OF, AND IN RELIANCE UPON,
THE JOINT AND SEVERAL LIABILITY OF THE BORROWERS. THE JOINT AND SEVERAL
LIABILITY OF EACH BORROWER HEREUNDER IS ABSOLUTE, UNCONDITIONAL AND CONTINUING,
REGARDLESS OF THE VALIDITY OR ENFORCEABILITY OF ANY OF THE OBLIGATIONS, OR THE
FACT THAT A SECURITY INTEREST OR LIEN IN ANY COLLATERAL MAY NOT BE ENFORCEABLE
OR SUBJECT TO EQUITIES OR DEFENSES OR PRIOR CLAIMS IN FAVOR OF OTHERS, OR MAY BE
INVALID OR DEFECTIVE IN ANY WAY AND FOR ANY REASON.
EACH BORROWER HEREBY
WAIVES:
(A) ALL NOTICES TO WHICH SUCH BORROWER MAY BE ENTITLED AS A CO-OBLIGOR
WITH RESPECT TO THE OBLIGATIONS, INCLUDING NOTICE OF (I) ACCEPTANCE OF THIS
AMENDMENT OR THE CREDIT AGREEMENT, (II) THE MAKING OF REVOLVING LOANS OR OTHER
FINANCIAL ACCOMMODATIONS UNDER THIS AGREEMENT, OR THE CREATION OR EXISTENCE OF
THE OBLIGATIONS, AND (III) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PROTEST AND
NOTICE OF NON-PAYMENT; AND (B) ALL DEFENSES BASED ON (I) ANY MODIFICATION (OR
SERIES OF MODIFICATIONS) OF THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS, THAT
MAY CREATE A SUBSTITUTED CONTRACT, OR THAT MAY FUNDAMENTALLY ALTER THE RISKS
IMPOSED ON SUCH BORROWER HEREUNDER, (II) THE RELEASE OF ANY OTHER BORROWER FROM
ITS DUTIES UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, OR THE
EXTENSION OF THE TIME OF PERFORMANCE OF ANY OTHER BORROWER'S DUTIES HEREUNDER OR
THEREUNDER, (III) THE TAKING, RELEASING, IMPAIRMENT OR ABANDONMENT OF ANY
COLLATERAL, OR THE SETTLEMENT, RELEASE OR COMPROMISE OF THE OBLIGATIONS OR ANY
OTHER BORROWER'S LIABILITIES WITH RESPECT TO ALL OR ANY PORTION OF THE
OBLIGATIONS, OR (IV) ANY OTHER ACT (OR ANY FAILURE TO ACT) THAT FUNDAMENTALLY
ALTERS THE RISKS IMPOSED ON SUCH BORROWER BY VIRTUE OF ITS JOINT AND SEVERAL
LIABILITY HEREUNDER.
IT IS THE INTENT OF EACH BORROWER BY THIS PARAGRAPH TO
WAIVE ANY AND ALL SURETYSHIP DEFENSES AVAILABLE TO SUCH BORROWER WITH RESPECT TO
THE OBLIGATIONS, WHETHER OR NOT SPECIFICALLY ENUMERATED ABOVE.
BORROWERS
ACKNOWLEDGE THAT THE CREDIT PROVIDED UNDER THE CREDIT AGREEMENT IS ON TERMS MORE
FAVORABLE THAN ANY BORROWER ACTING ALONE WOULD RECEIVE AND THAT EACH BORROWER
BENEFITS DIRECTLY AND INDIRECTLY FROM