the Lenders or the Agent
shall give Thirty (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.
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)
EACH BORROWER IS, AND AT ALL TIMES SHALL BE, JOINTLY AND SEVERALLY LIABLE
FOR EACH AND EVERY ONE OF THE LIABILITIES HEREUNDER, REGARDLESS OF WHICH
BORROWER REQUESTED, RECEIVED, USED, OR DIRECTLY ENJOYED THE BENEFIT OF THE
EXTENSIONS OF CREDIT HEREUNDER.
ALL OF THE COLLATERAL SHALL SECURE ALL OF THE
LIABILITIES.
EACH BORROWER'S LIABILITIES ARE INDEPENDENT OBLIGATIONS AND ARE
ABSOLUTE AND UNCONDITIONAL.
EACH BORROWER, TO THE EXTENT PERMITTED BY LAW,
HEREBY WAIVES ANY DEFENSE TO SUCH LIABILITIES THAT MAY ARISE BY REASON OF THE
DISABILITY OR OTHER DEFENSE OR CESSATION OF LIABILITY OF ANY OTHER BORROWER FOR
ANY REASON OTHER THAN PAYMENT IN FULL.
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 REMEDY, INCLUDING, WITHOUT LIMITATION,
THE FAILURE TO PROCEED FIRST AGAINST SUCH OTHER BORROWER OR ANY SECURITY IT
HOLDS FOR SUCH OTHER BORROWER'S LIABILITIES UNDER ANY LOAN DOCUMENT, IF ANY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH BORROWER EXPRESSLY WAIVES
ALL DEMANDS AND NOTICES WHATSOEVER (EXCEPT FOR ANY DEMANDS OR NOTICES, IF ANY,
THAT SUCH BORROWER EXPRESSLY IS ENTITLED TO RECEIVE PURSUANT TO THE
123
TERMS OF ANY LOAN DOCUMENT), AND AGREES THAT THE AGENT MAY, WITHOUT NOTICE
(EXCEPT FOR SUCH NOTICE, IF ANY, AS SUCH BORROWER EXPRESSLY IS ENTITLED TO
RECEIVE PURSUANT TO THE TERMS OF ANY LOAN DOCUMENT) AND WITHOUT RELEASING THE
LIABILITY OF SUCH BORROWER, EXTEND FOR THE BENEFIT OF ANY OTHER BORROWER THE
TIME FOR MAKING ANY PAYMENT, WAIVE OR EXTEND THE PERFORMANCE OF ANY AGREEMENT OR
MAKE ANY SETTLEMENT OF ANY AGREEMENT FOR THE BENEFIT OF ANY OTHER BORROWER, AND
MAY PROCEED AGAINST EACH BORROWER, DIRECTLY AND INDEPENDENTLY OF ANY OTHER
BORROWER, AS SUCH OBLIGEE MAY ELECT IN ACCORDANCE WITH THIS AGREEMENT.
(C)
EACH BORROWER ACKNOWLEDGES THAT THE LIABILITIES OF SUCH BORROWER
UNDERTAKEN HEREIN OR IN THE OTHER LOAN DOCUMENTS, AND THE GRANTS OF SECURITY
INTERESTS AND LIENS BY SUCH BORROWER TO SECURE LIABILITIES OF THE OTHER BORROWER
COULD BE CONSTRUED TO CONSIST, AT LEAST IN PART, OF THE GUARANTY OF LIABILITIES
OF THE OTHER BORROWER AND, IN FULL RECOGNITION OF THAT FACT, EACH BORROWER
CONSENTS AND AGREES AS HEREINAFTER SET FORTH IN THE BALANCE OF THIS SECTION
14.24.
THE CONSENTS, WAIVERS, AND AGREEMENTS OF THE BORROWERS THAT ARE
CONTAINED IN