WITH RESPECT THERETO IN THE CASE OF ANY FIXED PERIOD EURODOLLAR LOANS
THEN OUTSTANDING, THE APPLICABLE BORROWER SHALL PREPAY SUCH LOANS IN THEIR
ENTIRETY AND, TO THE EXTENT SUCH BORROWER ELECTS TO DO SO AND SUBJECT TO THE
CONDITIONS SPECIFIED IN ARTICLE IV, THE BORROWER SHALL REBORROW SUCH LOANS FROM
THE LENDERS IN PROPORTION TO THEIR APPLICABLE PERCENTAGES AFTER GIVING EFFECT TO
SUCH INCREASE, UNTIL SUCH TIME AS ALL OUTSTANDING REVOLVING LOANS ARE HELD BY
THE LENDERS IN SUCH PROPORTION.
(G)
CONFLICTING PROVISIONS. THIS SECTION SHALL
SUPERSEDE ANY PROVISIONS IN SECTION 2.12 OR 10.01 TO THE CONTRARY.
2.14
CONCERNING JOINT AND SEVERAL LIABILITY OF THE
BORROWERS.
(A)
EACH OF THE BORROWERS IS ACCEPTING JOINT
AND SEVERAL LIABILITY HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS IN
CONSIDERATION OF THE FINANCIAL ACCOMMODATIONS TO BE PROVIDED BY THE LENDERS AND
THE ADMINISTRATIVE AGENT UNDER THIS CREDIT 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.
(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
BORROWER, WITH RESPECT TO THE PAYMENT AND PERFORMANCE OF ALL OF THE OBLIGATIONS
(INCLUDING, WITHOUT LIMITATION, ANY OBLIGATIONS ARISING UNDER THIS
SECTION 2.14), IT BEING THE INTENTION OF THE PARTIES HERETO THAT ALL 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 BORROWER 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 2.14 CONSTITUTE THE FULL RECOURSE
OBLIGATIONS OF EACH OF THE BORROWERS ENFORCEABLE AGAINST EACH SUCH PERSON TO THE
FULL EXTENT OF ITS PROPERTIES AND ASSETS, IRRESPECTIVE OF THE VALIDITY,
REGULARITY OR ENFORCEABILITY OF THIS CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR ANY OTHER CIRCUMSTANCE WHATSOEVER.
39
(E)
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, EACH BORROWER HEREBY WAIVES PROMPTNESS, DILIGENCE, PRESENTMENT, DEMAND,
PROTEST, NOTICE OF ACCEPTANCE OF ITS JOINT AND SEVERAL LIABILITY, NOTICE OF ANY
AND ALL ADVANCES OF THE LOANS MADE UNDER THIS CREDIT AGREEMENT AND ANY
PROMISSORY NOTE ISSUED HEREUNDER, NOTICE OF OCCURRENCE OF ANY DEFAULT OR EVENT
OF DEFAULT (EXCEPT TO THE EXTENT NOTICE IS EXPRESSLY REQUIRED TO BE GIVEN
PURSUANT TO THE TERMS OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS), OR OF ANY DEMAND FOR ANY PAYMENT UNDER THIS CREDIT AGREEMENT, NOTICE
OF ANY ACTION AT ANY TIME TAKEN OR OMITTED BY THE ADMINISTRATIVE AGENT OR THE
LENDERS UNDER OR IN RESPECT OF ANY OF THE OBLIGATIONS HEREUNDER, ANY