applicable form
authorized, required or contemplated by this Agreement or the Loan Documents.
102
14.23
JOINT OBLIGOR PROVISIONS.
(A)
EACH OBLIGOR REPRESENTS TO THE TERM AGENT AND TERM LENDERS THAT IT IS AN
INTEGRAL PART OF A CONSOLIDATED ENTERPRISE, AND THAT EACH OBLIGOR WILL RECEIVE
DIRECT AND INDIRECT BENEFITS FROM THE AVAILABILITY OF THE JOINT CREDIT FACILITY
PROVIDED FOR HEREIN, AND FROM THE ABILITY TO ACCESS THE COLLECTIVE CREDIT
RESOURCES OF THE CONSOLIDATED ENTERPRISE THAT ARE OBLIGORS.
(B)
EACH OBLIGOR IS, AND AT ALL TIMES SHALL BE, JOINTLY AND SEVERALLY LIABLE
FOR EACH AND EVERY ONE OF THE LIABILITIES HEREUNDER, REGARDLESS OF WHICH OBLIGOR
REQUESTED, RECEIVED, USED, OR DIRECTLY ENJOYED THE BENEFIT OF THE EXTENSIONS OF
CREDIT HEREUNDER.
ALL OF THE COLLATERAL SHALL SECURE ALL OF THE LIABILITIES.
EACH OBLIGOR'S LIABILITIES ARE INDEPENDENT OBLIGATIONS AND ARE ABSOLUTE AND
UNCONDITIONAL.
EACH OBLIGOR, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVES ANY
DEFENSE TO SUCH LIABILITIES THAT MAY ARISE BY REASON OF THE DISABILITY OR OTHER
DEFENSE OR CESSATION OF LIABILITY OF ANY OTHER OBLIGOR FOR ANY REASON OTHER THAN
PAYMENT IN FULL.
EACH OBLIGOR ALSO WAIVES ANY DEFENSE TO SUCH LIABILITIES THAT
IT MAY HAVE AS A RESULT OF THE TERM AGENT'S ELECTION OF OR FAILURE TO EXERCISE
ANY RIGHT, POWER, OR REMEDY, INCLUDING, WITHOUT LIMITATION, THE FAILURE TO
PROCEED FIRST AGAINST SUCH OTHER OBLIGOR OR ANY SECURITY IT HOLDS FOR SUCH OTHER
OBLIGOR'S LIABILITIES UNDER ANY LOAN DOCUMENT, IF ANY.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH OBLIGOR EXPRESSLY WAIVES ALL DEMANDS AND
NOTICES WHATSOEVER (EXCEPT FOR ANY DEMANDS OR NOTICES, IF ANY, THAT SUCH OBLIGOR
EXPRESSLY IS ENTITLED TO RECEIVE PURSUANT TO THE TERMS OF ANY LOAN DOCUMENT),
AND AGREES THAT THE TERM AGENT MAY, WITHOUT NOTICE (EXCEPT FOR SUCH NOTICE, IF
ANY, AS SUCH OBLIGOR EXPRESSLY IS ENTITLED TO RECEIVE PURSUANT TO THE TERMS OF
ANY LOAN DOCUMENT) AND WITHOUT RELEASING THE LIABILITY OF SUCH OBLIGOR, EXTEND
FOR THE BENEFIT OF ANY OTHER OBLIGOR THE TIME FOR MAKING ANY PAYMENT, WAIVE OR
EXTEND THE PERFORMANCE OF ANY AGREEMENT OR MAKE ANY SETTLEMENT OF ANY AGREEMENT
FOR THE BENEFIT OF ANY OTHER OBLIGOR, AND MAY PROCEED AGAINST EACH OBLIGOR,
DIRECTLY AND INDEPENDENTLY OF ANY OTHER OBLIGOR, AS SUCH OBLIGEE MAY ELECT IN
ACCORDANCE WITH THIS AGREEMENT.
(C)
EACH OBLIGOR ACKNOWLEDGES THAT THE LIABILITIES OF SUCH OBLIGOR UNDERTAKEN
HEREIN OR IN THE OTHER LOAN DOCUMENTS, AND THE GRANTS OF SECURITY INTERESTS AND
LIENS BY SUCH OBLIGOR TO SECURE LIABILITIES OF THE OTHER OBLIGOR COULD BE
CONSTRUED TO CONSIST, AT LEAST IN PART, OF THE GUARANTY OF LIABILITIES OF THE
OTHER OBLIGOR AND, IN FULL RECOGNITION OF THAT FACT, EACH OBLIGOR CONSENTS AND
AGREES AS HEREINAFTER SET FORTH IN THE BALANCE OF THIS SECTION 14.23.
THE
CONSENTS, WAIVERS, AND AGREEMENTS OF THE OBLIGORS THAT ARE CONTAINED IN THE
BALANCE OF THIS SECTION 14.23 ARE INTENDED TO DEAL WITH THE SURETYSHIP ASPECTS
OF THE TRANSACTIONS EVIDENCED BY THE LOAN DOCUMENTS (TO THE EXTENT THAT A
OBLIGOR MAY BE DEEMED A