as a result of
the joint and several liability of a Borrower hereunder with respect to Loans,
Letter of Credit Accommodations or other extensions of credit made to the other
Borrower hereunder, each Borrower waives, until the Obligations shall have been
paid in full and this Agreement shall have been terminated, any right to enforce
any right of subrogation or any remedy which Agent or any Lender now has or may
hereafter have against any Borrower and any benefit of, and any right to
participate in, any security or collateral given to Agent or any Lender.
Upon
any Event of Default, and for so long as such Event of Default is continuing,
Agent may proceed directly and at once, without notice, against any Borrower to
collect and recover the full amount, or any portion of the Obligations, without
first proceeding against the other Borrower or any other Person, or against any
security or collateral for the Obligations.
Each Borrower consents and agrees
that Agent and Lenders shall be under no obligation to marshall any assets in
favor of Borrower(s) or against or in payment of any or all of the Obligations.
2.5 COMMITMENTS.
THE AGGREGATE AMOUNT OF EACH LENDER'S PRO RATA SHARE OF THE
LOANS AND LETTER OF CREDIT ACCOMMODATIONS SHALL NOT EXCEED THE AMOUNT OF SUCH
LENDER'S COMMITMENT, AS THE SAME MAY FROM TIME TO TIME BE AMENDED IN ACCORDANCE
WITH THE PROVISIONS HEREOF.
SECTION 3.
INTEREST AND FEES
3.1
INTEREST.
(A)
BORROWERS SHALL PAY TO AGENT, FOR THE BENEFIT OF LENDERS, INTEREST ON
THE OUTSTANDING PRINCIPAL AMOUNT OF THE LOANS AT THE INTEREST RATE.
ALL
INTEREST ACCRUING HEREUNDER ON AND AFTER THE DATE OF ANY EVENT OF DEFAULT OR
TERMINATION HEREOF SHALL BE PAYABLE ON DEMAND.
(B)
EACH BORROWER (OR ADMINISTRATIVE BORROWER ON BEHALF OF SUCH BORROWER)
MAY FROM TIME TO TIME REQUEST EURODOLLAR RATE LOANS OR MAY REQUEST THAT PRIME
RATE LOANS BE CONVERTED TO EURODOLLAR RATE LOANS OR THAT ANY EXISTING EURODOLLAR
RATE LOANS CONTINUE FOR AN ADDITIONAL INTEREST PERIOD.
SUCH REQUEST FROM A
BORROWER SHALL SPECIFY THE AMOUNT OF THE EURODOLLAR RATE LOANS OR THE AMOUNT OF
THE PRIME RATE LOANS TO BE CONVERTED TO EURODOLLAR RATE LOANS OR THE AMOUNT OF
THE EURODOLLAR RATE LOANS TO BE CONTINUED (SUBJECT TO THE LIMITS SET FORTH
BELOW) AND THE INTEREST PERIOD TO BE APPLICABLE TO SUCH EURODOLLAR RATE LOANS.
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, THREE (3) BUSINESS DAYS
AFTER RECEIPT BY AGENT OF SUCH A REQUEST FROM A BORROWER, SUCH EURODOLLAR RATE
LOANS SHALL BE MADE OR PRIME RATE LOANS SHALL BE CONVERTED TO EURODOLLAR RATE
LOANS OR SUCH EURODOLLAR RATE LOANS SHALL CONTINUE, AS THE CASE MAY BE;
PROVIDED, THAT, (I) NO DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED
AND BE CONTINUING, (II) SUCH BORROWER (OR ADMINISTRATIVE BORROWER ON BEHALF OF
SUCH BORROWER) SHALL HAVE COMPLIED WITH SUCH CUSTOMARY PROCEDURES AS ARE
ESTABLISHED BY AGENT AND SPECIFIED BY AGENT TO ADMINISTRATIVE BORROWER FROM TIME
TO TIME FOR REQUESTS BY