the Obligations.
Each Person included in the term "Borrower" hereby
waives all rights of counter claim, recoupment and offset between or among
themselves arising on account of that indebtedness and otherwise.
No Person
included in the term "Borrower" shall evidence the inter-company indebtedness or
rights of contribution by note or other instrument, unless the original of each
such note or other instrument will, upon Silicon's request, be delivered to
Silicon, and shall not secure such indebtedness or rights of contribution with
any lien or security.
1.11
Borrowers are Integrated Group.
(I)
EACH PERSON INCLUDED IN THE TERM
"BORROWER" HEREBY REPRESENTS AND WARRANTS TO SILICON THAT EACH OF THEM WILL
DERIVE BENEFITS, DIRECTLY AND INDIRECTLY, FROM EACH LETTER OF CREDIT AND FROM
EACH LOAN, BOTH IN THEIR SEPARATE CAPACITY AND AS A MEMBER OF THE INTEGRATED
GROUP TO WHICH EACH SUCH PERSON BELONGS AND BECAUSE THE SUCCESSFUL OPERATION OF
THE INTEGRATED GROUP IS DEPENDENT UPON THE CONTINUED SUCCESSFUL PERFORMANCE OF
THE FUNCTIONS OF THE INTEGRATED GROUP AS A WHOLE, BECAUSE (I) THE TERMS OF THE
CONSOLIDATED FINANCING PROVIDED UNDER THIS AGREEMENT ARE MORE FAVORABLE THAN
WOULD
4
OTHERWISE WOULD BE OBTAINABLE BY SUCH PERSONS INDIVIDUALLY, AND (II) THE
ADDITIONAL ADMINISTRATIVE AND OTHER COSTS AND REDUCED FLEXIBILITY ASSOCIATED
WITH INDIVIDUAL FINANCING ARRANGEMENTS WHICH WOULD OTHERWISE BE REQUIRED IF
OBTAINABLE WOULD SUBSTANTIALLY REDUCE THE VALUE TO SUCH PERSONS OF THE
FINANCING.
(II)
EACH PERSON INCLUDED IN THE TERM
"BORROWER" HEREBY REPRESENTS AND WARRANTS THAT ALL OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS AGREEMENT ARE TRUE AND CORRECT ON AND AS OF THE
DATE HEREOF AS IF MADE ON AND AS OF SUCH DATE, BOTH BEFORE AND AFTER GIVING
EFFECT TO THIS AGREEMENT, AND THAT NO EVENT OF DEFAULT OR DEFAULT HAS OCCURRED
AND IS CONTINUING OR EXISTS OR WOULD OCCUR OR EXIST AFTER GIVING EFFECT TO THIS
AGREEMENT.
1.12 Primary Obligations. The obligations and liabilities of each Person
included in the term "Borrower", as guarantor under this paragraph shall be
primary, direct and immediate, shall not be subject to any counterclaim,
recoupment, set off, reduction or defense based upon any claim that such Person
may have against any one or more of the other Persons included in the term
"Borrower", Silicon and/or any other guarantor and shall not be conditional or
contingent upon pursuit or enforcement by Silicon of any remedies it may have
against Persons included in the term "Borrower" with respect to this Agreement,
whether pursuant to the terms thereof or by operation of law.
Without limiting
the generality of the foregoing, Silicon shall not be required to make any
demand upon any of the Persons included in the term "Borrower", or to sell the
Collateral or otherwise pursue, enforce or exhaust its or their remedies against
the Persons included in the term "Borrower" or the Collateral either before,
concurrently with or after pursuing or enforcing its rights and remedies
hereunder.
Any one or more successive or concurrent actions or proceedings may
be brought against each Person included in