Joint Borrower Provisions. (a) Each Borrower hereby agrees that such Borrower is jointly and severally liable for, and hereby absolutely and unconditionally guarantees to Lender and its successors and assigns, the full and prompt payment (whether at stated maturity, by acceleration or otherwise) and performance of, all Obligations owed or hereafter owing to Lender by each other Borrower. Each Borrower agrees that its guaranty obligation hereunder is a continuing guaranty of payment and performance and not of collection, that its obligations under this Article IX shall not be discharged until payment and performance, in full, of the Obligations has occurred, and that its obligations under this Article IX shall be absolute and unconditional, irrespective of, and unaffected by,
(i) the genuineness, validity, regularity, enforceability or any future amendment of, or change in, this Agreement, any other Loan Document or any other agreement, document or instrument to which any Borrower is or may become a party;
(ii) the absence of any action to enforce this Agreement (including this Article IX) or any other Loan Document or the waiver or consent by Lender with respect to any of the provisions thereof;
(iii) the existence, value or condition of, or failure to perfect its Lien against, any security for the Obligations or any action, or the absence of any action, by Lender in respect thereof (including the release of any such security);
(iv) the insolvency of any Borrower Party; or
(v) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. Each Borrower shall be regarded, and shall be in the same position, as principal debtor with respect to the Obligations guaranteed hereunder.
(b) Each Borrower expressly represents and acknowledges that it is part of a common enterprise with the other Borrowers and that any financial accommodations by Lender, to any other Borrower hereunder and under the other Loan Documents are and will be of direct and indirect interest, benefit and advantage to all Borrowers. Each of the Borrowers acknowledges and agrees that, for purposes of the Loan Documents, it receives a benefit from the availability of credit under this Agreement to all of the Borrowers.
Joint Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Revolving Line of Credit, the Term Loan and all other indebtedness and obligations arising under this Agreement, the Notes, and all of the other Loan Documents (collectively, the "Obligations"). In furtherance thereof, each Borrower acknowledges and agrees as follows:
(a) For the purpose of implementing the joint borrower provisions of the Loan Documents, each Borrower hereby irrevocably appoints the other as its agent and attorney-in-fact for all purposes of the Loan Documents, including the giving and receiving of notices and other communications.
(b) To induce the Banks to provide the Borrowers with the Revolving Line of Credit and the Term Loan, and in consideration thereof, each Borrower hereby agrees to indemnify the Agent and the Banks against, and hold the Agent and Banks harmless from, any and all liabilities, expenses, losses, damages and/or claims of damage or injury asserted against the Agent and/or Banks by either Borrower or by any other individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or governmental authority (collectively, a "Person") arising from or incurred by reason of (i) reliance by the Agent or Banks on any requests or instructions from either Borrower, or (ii) any other action taken by the Agent or Banks in good faith with respect to this Agreement or the other Loan Documents.
(c) Each Borrower acknowledges that the liens and security interests created or granted herein and by the other Loan Documents will secure Obligations of both Borrowers under the Loan Documents and, in full recognition of that fact, each Borrower consents and agrees that the Agent and Banks may, at any time and from time to time, without notice or demand, and without affecting the enforceability or security hereof or of any other Loan Document:
(i) agree with the Borrowers to supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the Obligations or any part thereof, including any increase or decrease of the rate(s) of interest thereon;
(ii) agree with the Borrowers to supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the Obligations or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, defaul...
Joint Borrower Provisions. Section 10.13 of the Loan Agreement is hereby incorporated in this Security Instrument by reference as if more fully set forth herein.
Joint Borrower Provisions. Borrowers acknowledge and agree that Borrowers shall be jointly and severally liable for all obligations arising under this Agreement, any/or Loan Documents. In furtherance thereof, Borrowers acknowledge and agree as follows:
(a) Any advance made by Bank hereunder shall be made jointly and severally to all of the Persons comprising Borrower (for purposes of this Section, each such Person being referred to as a "Borrowing Entity"). Any payments received by any Bank likewise shall be credited to all Borrowing Entities. While it is anticipated that SCC, Inc. will make Requests for Loans or for Standby Letters of Credit, Requests for Loans or for Standby Letters of Credit may be made by any Borrowing Entity and Agent and any
Joint Borrower Provisions. Each Borrower hereby irrevocably designates, appoints and authorizes the other Borrower as its agent and attorney-in-fact to take actions under this Agreement and any other Loan Document, together with such powers as are reasonably incidental thereto. The Administrative Agent and the Lenders shall be entitled to rely, and shall be fully protected in relying, upon any communication from or to any of the Borrowers (including, without limitation, any notice, consent or other instructions from any of the Borrowers) without any confirming communication from or to the other Borrower; provided, however, that upon notice to any Borrower (which notice shall be given at the sole and absolute discretion of the Administrative Agent), the Administrative Agent shall be entitled to fail or refuse to take any action under this Agreement or any other Loan Document (to the extent such action requires communication, including, without limitation, any notice, consent, or other instructions, from any of the Borrowers), unless the Administrative Agent has received confirming communications from all Borrowers. Any action taken by one Borrower under this Agreement and any other Loan Document shall be conclusively binding upon the other Borrowers.
Joint Borrower Provisions. UK Borrowers acknowledge and agree that UK Borrowers shall be jointly and severally liable for all UK Obligations arising under the Loan Documents. In furtherance thereof, UK Borrowers acknowledge and agree as follows:
Joint Borrower Provisions. Each Borrower acknowledges and agrees that it shall be jointly and severally liable for the Loan and all other Obligations arising under this Agreement and/or any of the other Loan Documents. In furtherance thereof, each Borrower acknowledges and agrees as follows:
Joint Borrower Provisions. (a) All Loans shall be made to, and all Obligations (including those respecting fees and those pursuant to Section 11.5) shall be owed by, the Borrowers on a joint and several basis. It is understood that the administration of the credit facility on a collective borrowing basis as set forth in this Agreement is solely as an accommodation to the Borrowers and at their request and that the Secured Parties shall not incur any liability to the Borrowers as a result thereof, nor shall the Secured Parties have any responsibility to inquire into the correctness of the apportionment or allocation of, or any disposition by, any Borrower of (i) any Loans made under this Agreement, or (ii) any of the expenses and other items charged to the Loan Account pursuant to this Agreement.
(b) Each Borrower represents and warrants to the Secured Parties that the request for collective administration of the Loans and other financial accommodations to be made by the Secured Parties hereunder was made because the Borrowers are engaged in an integrated operation that requires financing on a basis permitting the availability of credit from time to time to each Borrower. Each Borrower expects to derive benefit, directly or indirectly, from such availability because the successful operation of the Borrowers is dependent on the continued successful performance of the functions of the integrated group.
Joint Borrower Provisions of the Loan Agreement (Joint Borrower Provisions) is by this reference incorporated herein in its entirety.
Joint Borrower Provisions. 33 ARTICLE III THE LETTERS OF CREDIT................................................. 34 3.01 The Letter of Credit Commitment....................................... 35 3.02 Issuance, Amendment and Renewal of Letters of Credit.................. 36 3.03 Risk Participations, Drawings and Reimbursements...................... 38 3.04
