Common use of Joint Borrowers Clause in Contracts

Joint Borrowers. (a) Notwithstanding anything else in this Agreement or any other Loan Documents to the contrary, each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Administrative Agent and Lenders under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Loan Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Loan Obligations, it being the intention of the parties hereto that all of the Loan Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. The Borrowers shall be liable for all amounts due to Administrative Agent and the Lenders under this Agreement, regardless of which Borrower actually receives the relevant Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner in which the Administrative Agent or any relevant Lender accounts for such Loans or other extensions of credit on its books and records. The Loan Obligations of the Borrowers with respect to Loans and other extensions of credit made to one of them, and the Loan Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to Loans and other extensions of credit made to any other Borrower hereunder, shall be separate and distinct obligations, but all such other Loan Obligations shall be primary obligations of each Borrower. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Loan Obligations as and when due or to perform any of the Loan Obligations in accordance with the terms thereof, then in each such event, each other Borrower will make such payment with respect to, or perform, such Loan Obligation. (c) The obligations of each Borrower under this Section 9.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders or other Secured Parties. (d) The provisions of this Section 9.22 are made for the benefit of the Lenders and the other Secured Parties and their respective successors and assigns, and subject to Article VII hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Administrative Agent or any Lender or other Secured Party first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Loan Obligations hereunder or to elect any other remedy. The provisions of this Section 9.22 shall remain in effect until the Termination Date. If at any time, any payment, or any part thereof, made in respect of any of the Loan Obligations is rescinded or must otherwise be restored or returned by Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 9.22 will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state, federal or foreign law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state, provincial or foreign and including, without limitation, the Bankruptcy Code).

Joint Borrowers. (a) Notwithstanding anything else in this Agreement or any other Loan Documents to the contrarycontrary (but subject to clause (f) below), each Borrower, jointly and severally, in consideration of the financial accommodations to be provided by the Administrative Agent Agent, Lenders and Lenders Issuing Banks under this Agreement and the other Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Loan Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Loan Obligations, it being the intention of the parties hereto that all of the Loan Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. The Borrowers shall be liable for all amounts due to Administrative Agent Agent, the Lenders and the Lenders Issuing Banks under this Agreement, regardless of which Borrower actually receives the relevant Loans Loans, Letters of Credit or other extensions of credit hereunder or the amount of such Loans Loans, Letters of Credit or other extensions of credit received or the manner in which the Administrative Agent or any relevant Lender or Issuing Bank accounts for such Loans Loans, Letters of Credit or other extensions of credit on its books and records. The Loan Obligations of the Borrowers with respect to Loans Loans, Letters of Credit and other extensions of credit made to one of them, and the Loan Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to Loans Loans, Letters of Credit and other extensions of credit made to any other Borrower hereunder, shall be separate and distinct obligations, but all such other Loan Obligations shall (subject to clause (f) below) be primary obligations of each Borrower. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Loan Obligations as and when due or to perform any of the Loan Obligations in accordance with the terms thereof, then in each such event, each other Borrower will make such payment with respect to, or perform, such Loan Obligation. (c) The obligations of each Borrower under this Section 9.22 9.23 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders Lenders, Issuing Banks or other Secured Parties. (d) The provisions of this Section 9.22 9.23 hereof are made for the benefit of the Lenders Lenders, the Issuing Banks and the other Secured Parties and their respective successors and assigns, and subject to Article VII hereof, may be enforced by them from time to time against any Borrower as often as occasion therefor may arise and without requirement on the part of Administrative Agent or any Lender Lender, Issuing Bank or other Secured Party first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment of any of the Loan Obligations hereunder or to elect any other remedy. The provisions of this Section 9.22 9.23 shall remain in effect until the Termination Date. If at any time, any payment, or any part thereof, made in respect of any of the Loan Obligations is rescinded or must otherwise be restored or returned by Administrative Agent or any Lender or Issuing Bank upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 9.22 9.23 hereof will forthwith be reinstated and in effect as though such payment had not been made. (e) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state, federal or foreign law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state, provincial or foreign and including, without limitation, the Bankruptcy Code). (f) Notwithstanding the fact that each Additional Borrower is a “Borrower” for purposes of this Agreement and the other Loan Documents, in no event shall the 2017 Term B Loans or, the 2018 Incremental Term Loans or, in each case, the Loan Obligations with respect thereto constitute the primary obligations of any Additional Borrower; provided that it is acknowledged and agreed that each Additional Borrower is a Guarantor with respect to the 2017 Term B Loans and the 2018 Incremental Term Loans and, in each case, the Loan Obligations with respect thereto.

Joint Borrowers. Each Borrower agrees that the representations and warranties made by, and the liabilities, obligations, and covenants of and applicable to any or all of the Borrowers under this Agreement, shall in every case (whether or not specifically so stated in each such case herein) be joint and several. Every notice by or to any Borrower shall be deemed also to constitute notice by and to the other Borrowers, every act or omission by any Borrower also shall be binding upon the other Borrowers, and the Lender is fully authorized by each Borrower to act and rely also upon the representations and warranties, covenants, notices, acts, and omissions of the other Borrowers. Without limiting the foregoing: (a) Notwithstanding anything else Each Borrower has determined and represents to the Lender that it is in its best interests and in pursuance of its legitimate business purposes to induce the Lender to extend credit pursuant to this Agreement. Each Borrower acknowledges and represents that its business is related to the business of the other Borrowers, the availability of the commitments provided for herein benefits all Borrowers, and advances and other credit extensions made hereunder will be for and inure to the benefit of Borrowers, individually and as a group. (b) Each Borrower has determined and represents to the Lender that it has, and after giving effect to the transactions contemplated by this Agreement will have, assets having a fair saleable value in excess of its debts, after giving effect to any rights of contribution or any other Loan Documents subrogation which may be available to such Borrower, each Borrower has, and will have, access to adequate capital for the conduct of its business and the ability to pay it debts as such debts mature, and that no Borrower intends to, nor does it believe that it will, incur debts beyond its ability to pay such debts as they mature. (c) Each Borrower agrees that it is jointly and severally liable to the contraryLender for, and each BorrowerBorrower agrees to pay to the Lender when due the full amount of, jointly all indebtedness, obligations and severally, liabilities now existing or hereafter arising to the Lender under or in consideration of the financial accommodations to be provided by the Administrative Agent and Lenders under connection with this Agreement and the other Loan DocumentsDocuments ("Loan Debt") and all modifications, for extensions and renewals thereof, including all Loans made to any Borrower, all interest which accrues thereon, all fees, costs, and expenses chargeable to the mutual benefit, directly and indirectly, Borrowers or any of each Borrower and them in consideration connection therewith. The obligations of the undertakings of the other Borrowers to accept joint and several liability the Lender for the Loan Obligations, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect Debt shall be in addition to any obligations of Borrowers to the payment and performance of all of Lender under any other agreement heretofore or hereafter given to the Loan Obligations, it being the intention of the parties hereto that all of the Loan Obligations shall be the joint and several obligations of each Borrower without preferences Lender unless said other agreement is expressly modified or distinction among them. The Borrowers shall be liable for all amounts due to Administrative Agent and the Lenders under this Agreement, regardless of which Borrower actually receives the relevant Loans or other extensions of credit hereunder or the amount of such Loans or other extensions of credit received or the manner revoked in which the Administrative Agent or any relevant Lender accounts for such Loans or other extensions of credit on its books and records. The Loan Obligations of the Borrowers with respect to Loans and other extensions of credit made to one of themwriting, and the Loan Obligations arising as a result of the joint and several liability of one of the Borrowers hereunder with respect to Loans and other extensions of credit made to this Agreement shall not, unless expressly herein provided, affect or invalidate any other Borrower hereunder, shall be separate and distinct obligations, but all such other Loan Obligations shall be primary obligations of each Borrower. (b) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Loan Obligations as and when due or to perform any of the Loan Obligations in accordance with the terms thereof, then in each such event, each other Borrower will make such payment with respect to, or perform, such Loan Obligation. (c) The obligations of each Borrower under this Section 9.22 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower or any of the Lenders or other Secured Partiesagreement. (d) The provisions liability of this Section 9.22 are made each Borrower for the benefit Loan Debt shall be reinstated and revived and the rights of the Lenders Lender shall continue if and to the other Secured Parties and their respective successors and assigns, and subject to Article VII hereof, may be enforced by them from extent that for any reason any amount at any time to time against any Borrower as often as occasion therefor may arise and without requirement paid on the part of Administrative Agent or any Lender or other Secured Party first to marshal any of its claims or to exercise any of its rights against any other Borrower or to exhaust any remedies available to it against any other Borrower or to resort to any other source or means of obtaining payment account of any of the Loan Obligations hereunder or to elect any other remedy. The provisions of this Section 9.22 shall remain in effect until the Termination Date. If at any time, any payment, or any part thereof, made in respect of any of the Loan Obligations Debt is rescinded or must otherwise be restored or returned by Administrative Agent or the Lender, whether as a result of any Lender upon the insolvency, proceedings in bankruptcy or reorganization of any Borroweror other wise, or otherwise, the provisions of this Section 9.22 will forthwith be reinstated and in effect all as though such payment amount had not been madepaid. (e) Notwithstanding Each Borrower authorizes the Lender, without notice to or demand on such Borrower, and without affecting such Borrower's liability for the Loan Debt, from time to time to: (1) alter, compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change the terms of, the liabilities and obligations of any provision other Borrower to the contrary contained herein Lender on account of the Loan Debt; (2) take and hold security from the other Borrowers for the payment of the Loan Debt, and exchange, enforce, waive, subordinate or release any such security; (3) apply such security and direct the order or manner of sale thereof, including without limitation, a non-judicial sale permitted by the terms of the controlling security agreement or deed of trust, as the Lender in its discretion may determine; (4) release or substitute any one or more of the endorsers or any guarantors of the Loan Debt, or any other party obligated thereon; and (5) apply payments received by the Lender from any other Borrower to indebtedness of such other Borrower to the Lender other than the Loan Debt; (f) Each Borrower represents and warrants to the Lender that it has established adequate means of obtaining from each other Borrower on a continuing basis financial and other information pertaining to each other Borrower's financial condition, and each Borrower agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect its risks hereunder. Each Borrower further agrees that the Lender shall have no obligation to disclose to it any information or material about any other Borrower which is acquired by the Lender in any manner. (g) Each Borrower waives any right to require the Lender to: (1) proceed against any other Borrower or any other person; (2) proceed against or exhaust any security held from any other Borrower or any other person; (3) pursue any other remedy in the Lender's power; (4) apply payments received by the Lender from any other Borrower to the Loan Debt; or (5) make any presentments or demands for performance, or give any notices of nonperformance, protests, notices of protest, or notices of dishonor in connection with the Loan Debt. (h) Each Borrower waives any defense to its liability for the Loan Debt based upon or arising by reason of: (1) any disability or other defense of any other Borrower or any other person; (2) the cessation or limitation for any cause whatsoever, other than payment in full, of the liability of any other Borrower for the Loan Debt; (3) any lack of authority of any officer, director, partner, agent or other person acting or purporting to act on behalf of any other Borrower or any defect in the formation of any other Borrower; (4) the application by any other Borrower of the proceeds of the Loan Debt for the purposes other than the purposes intended or understood by the Lender or the Borrower; (5) any act or omission by the Lender which directly or indirectly results in or aids the discharge of any other Borrower by operation of law or otherwise, or which in any way impairs or suspends any rights or remedies of the Lender against any other Borrower; (6) any impairment of the value of any interest in any security for the Loan Debt, including the failure to obtain or maintain perfection or recordation of any interest in any such security, the release of any such security without substitution, and /or failure to preserve the value of, or to comply with applicable law in disposing of, any such security; or (7) any modification of the obligations or liabilities of any other Borrower for the Loan Debt, including the renewal, extension, acceleration or other change in time for payment of, or other change in the terms of, the indebtedness of any other Borrower for the Loan Debt, including increase or decrease of the rate of interest thereon. Until the Loan Debt and all indebtedness of each Borrower to the Lender arising under or in connection with this Agreement shall have been indefeasibly paid in full, no Borrower shall have any right of subrogation against any other Borrower, in connection with or by virtue of any payment by such Borrower of any of the Loan Debt or otherwise. Each Borrower waives all rights and defenses it may have arising out of: (i) any election of remedies by the Lender, even though that election of remedies, such as non-judicial foreclosure with respect to any security for the Loan Debt, destroys its rights of subrogation or its rights to proceed against other Borrowers for reimbursement, or (ii) any loss of rights it may suffer by reason of any rights, powers or remedies of any other Borrower in connection with any anti-deficiency laws or any other laws limiting, qualifying, or discharging any Borrower's indebtedness for the Loan DocumentsDebt, whether by operation of Sections 726 or 580d of the California Code of Civil Procedure as from time to time amended, or otherwise. Until the Loan Debt and all indebtedness of all Borrowers to the Lender arising under or in connection with this Agreement shall have been indefeasibly paid in full, each Borrower waives any right to enforce any remedy which the Lender now has or may hereafter have against any other Borrower or any other person, and waives any benefit of, or any right to participate in, any security now or hereafter held by the Lender. (i) If any of the waivers herein is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law. (j) It is the obligations position of the Borrowers that each Borrower benefits from the credit facilities that have been made available by the Lender under this Agreement and from each extension of credit thereunder, regardless of whether such credit is disbursed to a Borrower shall be adjudicated joint account of some or all of the Borrowers or to be invalid or unenforceable for any reason (including, without limitation, because the account of any applicable state, federal or foreign law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal, state, provincial or foreign and including, without limitation, the Bankruptcy Code)other Borrower.