(30) days written notice of such event to the Lead Borrower.
Thereafter, all rights and obligations of the Agent contained in this Agreement
and the other Loan Documents shall revert to the Lenders or another Agent, if
appointed by the Lenders, which successor Agent shall be subject to the prior
written consent of the Lead Borrower, which shall not be unreasonably withheld
or delayed.
14.24
JOINT BORROWER PROVISIONS.
> (A)
EACH BORROWER REPRESENTS TO THE AGENT AND LENDERS THAT IT IS AN
> INTEGRAL PART OF A CONSOLIDATED ENTERPRISE, AND THAT EACH BORROWER WILL
> RECEIVE DIRECT AND INDIRECT BENEFITS FROM THE AVAILABILITY OF THE JOINT CREDIT
> FACILITY PROVIDED FOR HEREIN, AND FROM THE ABILITY TO ACCESS THE COLLECTIVE
> CREDIT RESOURCES OF THE CONSOLIDATED ENTERPRISE THAT ARE BORROWERS.
>
>
> (B)
THE LIABILITIES SHALL CONSTITUTE ONE JOINT AND SEVERAL DIRECT AND
> GENERAL OBLIGATION OF ALL OF THE BORROWERS.
NOTWITHSTANDING ANYTHING TO THE
> CONTRARY CONTAINED HEREIN, EACH OF THE BORROWERS SHALL BE JOINTLY AND
> SEVERALLY, WITH THE OTHER BORROWERS, DIRECTLY AND UNCONDITIONALLY LIABLE TO
> THE AGENT AND THE LENDERS FOR ALL LIABILITIES AND SHALL HAVE THE LIABILITIES
> OF A CO-MAKER WITH RESPECT TO THE LOANS, THE NOTES AND THE LIABILITIES, IT
> BEING AGREED THAT THE ADVANCES TO EACH BORROWER INURE TO THE BENEFIT OF ALL OF
> THE BORROWERS, AND THAT THE AGENT AND THE LENDERS ARE RELYING ON THE JOINT AND
> SEVERAL LIABILITY OF THE BORROWERS AS CO-MAKERS IN EXTENDING THE LOANS
> HEREUNDER AND ARRANGING FOR THE ISSUANCE OF LETTERS OF CREDIT.
EACH BORROWER
> HEREBY UNCONDITIONALLY AND IRREVOCABLY AGREES THAT UPON A DEFAULT IN THE
> PAYMENT WHEN DUE (WHETHER AT STATED MATURITY, BY ACCELERATION OR OTHERWISE) OF
> ANY PRINCIPAL OF, OR INTEREST ON, ANY LOAN OR OTHER OBLIGATION PAYABLE TO THE
> AGENT OR ANY LENDER WHICH CONSTITUTES AN EVENT OF DEFAULT, IT WILL FORTHWITH
> PAY THE SAME, WITHOUT NOTICE OR DEMAND EXCEPT TO THE EXTENT EXPRESSLY PROVIDED
> TO THE CONTRARY HEREIN.
>
>
> (C)
NO PAYMENTS MADE BY ANY OF THE BORROWERS OR ANY OTHER PERSON OR
> RECEIVED OR COLLECTED BY THE AGENT OR ANY LENDER FROM ANY OF THE BORROWERS OR
> ANY OTHER PERSON BY VIRTUE OF ANY ACTION OR PROCEEDING OF ANY LENDER FROM ANY
> OF THE BORROWERS OR ANY OTHER PERSON BY VIRTUE OF ANY ACTION OR PROCEEDING OR
> ANY SETOFF OR APPROPRIATION OR APPLICATION AT ANY TIME OR FROM TIME TO TIME IN
> REDUCTION OF OR IN PAYMENT OF THE LIABILITIES SHALL BE DEEMED TO MODIFY,
> REDUCE, RELEASE OR OTHERWISE AFFECT THE LIABILITY OF EACH BORROWER TO REPAY
> ANY OUTSTANDING LIABILITIES UNTIL ALL SUCH OUTSTANDING LIABILITIES ARE PAID IN
> FULL AND THIS AGREEMENT IS TERMINATED.
>
>
> (D)
EACH BORROWER ALSO WAIVES ANY DEFENSE TO SUCH LIABILITIES THAT IT MAY
> HAVE AS A RESULT OF THE AGENT'S ELECTION OF OR FAILURE TO EXERCISE ANY RIGHT,
> POWER, OR