such adoption, change, or compliance (taking into consideration such
Lender's or such holding company's then existing policies with respect to
capital adequacy and assuming the full utilization of such entity's capital) by
any amount deemed by such Lender to be material, then such Lender may notify
Administrative Borrower and Agent thereof.
Following receipt of such notice,
Borrowers agree to pay such Lender on demand the amount of such reduction of
return of capital as and when such reduction is determined, payable within 90
days after presentation by such Lender of a statement in the amount and setting
forth in reasonable detail such Lender's calculation thereof and the assumptions
upon which such calculation was based (which statement shall be deemed true and
correct absent manifest error).
In determining such amount, such Lender may use
any reasonable averaging and attribution methods.
2.15
Joint and Several Liability of Borrowers.
(A)
EACH BORROWER IS ACCEPTING JOINT AND SEVERAL LIABILITY HEREUNDER AND UNDER
THE OTHER LOAN DOCUMENTS IN CONSIDERATION OF THE FINANCIAL ACCOMMODATIONS TO BE
PROVIDED BY THE LENDER GROUP UNDER THIS AGREEMENT, FOR THE MUTUAL BENEFIT,
DIRECTLY AND INDIRECTLY, OF EACH BORROWER AND IN CONSIDERATION OF THE
UNDERTAKINGS OF THE OTHER BORROWERS TO ACCEPT JOINT AND SEVERAL LIABILITY FOR
THE OBLIGATIONS.
(B)
EACH BORROWER, 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 2.15), IT BEING THE INTENTION OF THE
PARTIES HERETO THAT ALL THE OBLIGATIONS SHALL BE THE JOINT AND SEVERAL
OBLIGATIONS OF EACH BORROWER WITHOUT PREFERENCES OR DISTINCTION AMONG THEM.
(C)
IF AND TO THE EXTENT THAT ANY BORROWER 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.
(D)
THE OBLIGATIONS OF EACH BORROWER UNDER THE PROVISIONS OF THIS SECTION 2.15
CONSTITUTE THE ABSOLUTE AND UNCONDITIONAL, FULL RECOURSE OBLIGATIONS OF EACH
BORROWER ENFORCEABLE AGAINST EACH 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 BORROWER
HEREBY WAIVES NOTICE OF ACCEPTANCE OF ITS JOINT AND SEVERAL LIABILITY, NOTICE OF
ANY ADVANCES OR 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