AGREEMENTS,
MAKE AGREEMENTS OR TAKE ANY OTHER ACTION WHATEVER ON BEHALF OF SUCH BORROWER
UNDER AND WITH RESPECT TO ANY LOAN DOCUMENT AND EACH BORROWER SHALL BE BOUND
THEREBY.
THIS AUTHORIZATION IS COUPLED WITH AN INTEREST AND SHALL BE
IRREVOCABLE, AND LENDER MAY RELY ON ANY NOTICE, REQUEST, INFORMATION SUPPLIED BY
BORROWER REPRESENTATIVE, EVERY DOCUMENT EXECUTED BY BORROWER REPRESENTATIVE,
EVERY AGREEMENT MADE BY BORROWER REPRESENTATIVE OR OTHER ACTION TAKEN BY
BORROWER REPRESENTATIVE IN RESPECT OF BORROWERS OR ANY THEREOF AS IF THE SAME
WERE SUPPLIED, MADE OR TAKEN BY ANY OR ALL BORROWERS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE FAILURE OF ONE OR MORE BORROWERS TO JOIN IN THE
EXECUTION OF ANY WRITING IN CONNECTION HEREWITH SHALL NOT, UNLESS THE CONTEXT
CLEARLY REQUIRES, RELIEVE ANY SUCH BORROWER FROM OBLIGATIONS IN RESPECT OF SUCH
WRITING.
(B)
BORROWERS ACKNOWLEDGE THAT THE CREDIT
PROVIDED HEREUNDER IS ON TERMS MORE FAVORABLE THAN ANY BORROWER ACTING ALONE
WOULD RECEIVE AND THAT EACH BORROWER BENEFITS DIRECTLY AND INDIRECTLY FROM ALL
ADVANCES HEREUNDER.
EACH OF BORROWERS, SHALL BE JOINTLY AND SEVERALLY LIABLE
FOR ALL OBLIGATIONS, REGARDLESS OF, INTER ALIA, WHICH BORROWER REQUESTED (OR
RECEIVED THE PROCEEDS OF) A PARTICULAR ADVANCE.
10.04
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 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 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 THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THAT MAY CREATE A SUBSTITUTED
CONTRACT, OR THAT MAY FUNDAMENTALLY