Domestic Subsidiary formed or otherwise purchased or acquired after the
Amendment Effective Date (including pursuant to a Permitted Business
Acquisition), or that ceases to constitute an Unrestricted Subsidiary after the
Amendment Effective Date, may be added as an Other Borrower hereunder, effective
upon the execution and delivery to the Administrative Agent of (a) by such
Domestic Subsidiary, (i) a Borrower Joinder Agreement and amendments or joinders
to any outstanding promissory notes issued under Section 2.09(e) and (ii) any
other Security Documents and other documents that such Domestic Subsidiary would
be required to deliver pursuant to the Collateral and Guarantee Requirement if
it were becoming a guarantor (with such modifications thereto as are reasonably
necessary to accommodate such Domestic Subsidiary becoming a Borrower and not a
Guarantor), and (b) by Holdings and each Subsidiary Loan Party, reaffirmations
from each of their respective Guarantees under the Loan Documents. For the
avoidance of doubt, Other Borrowers designated as such prior to the Amendment
Effective Date shall be Other Borrowers hereunder.
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SECTION 9.25 Express Waivers By Borrowers In Respect of Cross Guaranties and
Cross Collateralization.
Each Borrower agrees as follows:
(A)
EACH BORROWER HEREBY WAIVES:
(I) NOTICE OF ACCEPTANCE OF THIS
AGREEMENT; (II) NOTICE OF THE MAKING OF ANY REVOLVING LOANS, THE ISSUANCE OF ANY
LETTER OF CREDIT OR ANY OTHER FINANCIAL ACCOMMODATIONS MADE OR EXTENDED UNDER
THE LOAN DOCUMENTS OR THE CREATION OR EXISTENCE OF ANY OBLIGATIONS; (III) NOTICE
OF THE AMOUNT OF THE OBLIGATIONS, SUBJECT, HOWEVER, TO SUCH BORROWER'S RIGHT TO
MAKE INQUIRY OF THE ADMINISTRATIVE AGENT TO ASCERTAIN THE AMOUNT OF THE
OBLIGATIONS AT ANY REASONABLE TIME; (IV) NOTICE OF ANY ADVERSE CHANGE IN THE
FINANCIAL CONDITION OF ANY OTHER BORROWER OR OF ANY OTHER FACT THAT MIGHT
INCREASE SUCH BORROWER'S RISK WITH RESPECT TO SUCH OTHER BORROWER UNDER THE LOAN
DOCUMENTS; (V) NOTICE OF PRESENTMENT FOR PAYMENT, DEMAND, PROTEST, AND NOTICE
THEREOF AS TO ANY PROMISSORY NOTES OR OTHER INSTRUMENTS AMONG THE LOAN
DOCUMENTS; AND (VII) ALL OTHER NOTICES (EXCEPT IF SUCH NOTICE IS SPECIFICALLY
REQUIRED TO BE GIVEN TO SUCH BORROWER HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH SUCH BORROWER IS A PARTY) AND DEMANDS TO WHICH SUCH BORROWER
MIGHT OTHERWISE BE ENTITLED;
(B)
EACH BORROWER HEREBY WAIVES THE RIGHT BY STATUTE OR OTHERWISE TO
REQUIRE AN AGENT OR ANY LENDER TO INSTITUTE SUIT AGAINST ANY OTHER BORROWER OR
TO EXHAUST ANY RIGHTS AND REMEDIES WHICH AN AGENT OR ANY LENDER HAS OR MAY HAVE
AGAINST ANY OTHER BORROWER.
EACH BORROWER FURTHER WAIVES ANY DEFENSE ARISING BY
REASON OF ANY DISABILITY OR OTHER DEFENSE OF ANY OTHER BORROWER (OTHER THAN THE
DEFENSE THAT THE OBLIGATIONS SHALL HAVE BEEN FULLY AND FINALLY PERFORMED AND
PAID) OR BY REASON OF THE CESSATION FROM ANY CAUSE WHATSOEVER OF THE LIABILITY
OF ANY SUCH BORROWER IN RESPECT THEREOF.
(C)
EACH BORROWER HEREBY WAIVES AND AGREES NOT TO ASSERT AGAINST AN
AGENT, ANY LENDER, OR ANY ISSUING BANK: (I) ANY DEFENSE (LEGAL OR EQUITABLE),
SET‐OFF, COUNTERCLAIM, OR CLAIM