accordance with Section 6.15 has been received and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
10.12
CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS
(A)
EACH OF THE BORROWERS IS ACCEPTING JOINT AND SEVERAL LIABILITY FOR
ALL OF THE OBLIGATIONS IN CONSIDERATION OF THE FINANCIAL ACCOMMODATIONS TO BE
PROVIDED BY THE ADMINISTRATIVE AGENT, THE L/C ISSUER AND THE LENDERS UNDER THIS
AGREEMENT, FOR THE MUTUAL BENEFIT, DIRECTLY AND INDIRECTLY, OF EACH OF THE
BORROWERS AND IN CONSIDERATION OF THE UNDERTAKINGS OF EACH OTHER BORROWER TO
ACCEPT JOINT AND SEVERAL LIABILITY FOR THE OBLIGATIONS OF THE BORROWERS.
(B)
EACH OF THE BORROWERS, 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 OF THE BORROWERS (INCLUDING, WITHOUT
LIMITATION, ANY OBLIGATIONS ARISING UNDER THIS SECTION), IT BEING THE INTENTION
OF THE PARTIES HERETO THAT ALL OF THE OBLIGATIONS SHALL BE THE JOINT AND SEVERAL
OBLIGATIONS OF EACH OF THE BORROWERS WITHOUT PREFERENCES OR DISTINCTION AMONG
THEM.
(C)
IF AND TO THE EXTENT THAT ANY OF THE BORROWERS 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 OF THE BORROWERS UNDER THE PROVISIONS OF
THIS SECTION 10.12 CONSTITUTE FULL RECOURSE OBLIGATIONS OF EACH SUCH BORROWER
ENFORCEABLE AGAINST EACH SUCH BORROWER TO THE FULL EXTENT OF ITS PROPERTIES AND
ASSETS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRRESPECTIVE OF THE
VALIDITY, REGULARITY OR ENFORCEABILITY OF THIS AGREEMENT AGAINST ANY OTHER
BORROWER OR ANY OTHER CIRCUMSTANCE WHATSOEVER.
(E)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH OF
THE BORROWERS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY WAIVES
NOTICE OF ACCEPTANCE OF ITS JOINT AND SEVERAL LIABILITY, NOTICE OF ANY LOANS
MADE UNDER THIS AGREEMENT, NOTICE OF ANY ACTION AT ANY TIME TAKEN OR OMITTED BY
THE ADMINISTRATIVE AGENT, THE L/C ISSUER OR THE LENDERS UNDER OR IN RESPECT OF
ANY OF THE OBLIGATIONS, AND, GENERALLY, TO THE EXTENT PERMITTED BY APPLICABLE
LAW AND EXCEPT AS TO NOTICES EXPRESSLY PROVIDED FOR IN THE LOAN DOCUMENTS, ALL
DEMANDS, NOTICES AND OTHER FORMALITIES OF EVERY KIND IN CONNECTION WITH THIS
AGREEMENT.
EACH BORROWER, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
HEREBY WAIVES ALL DEFENSES WHICH MAY BE AVAILABLE BY VIRTUE OF ANY VALUATION,
STAY, MORATORIUM LAW OR OTHER SIMILAR LAW NOW OR HEREAFTER IN EFFECT, ANY RIGHT
TO REQUIRE THE MARSHALING OF ASSETS OF THE BORROWERS AND ANY OTHER ENTITY OR
PERSON PRIMARILY OR SECONDARILY LIABLE WITH RESPECT TO ANY OF THE OBLIGATIONS,
AND ALL SURETYSHIP DEFENSES