Common use of Multiple Borrowers Clause in Contracts

Multiple Borrowers. If two or more Borrowers sign this Agreement, each ------------------ Borrower agrees as follows: (a) Each Borrower agrees that it is jointly and severally liable to Lender for the payment of all obligations arising under this Agreement, and that such liability is independent of the obligations of the other Borrowers. Lender may bring an action against any Borrower, whether an action is brought against the other Borrowers. (b) Each Borrower agrees that any release which may be given by Lender to the other Borrowers or any Guarantor will not release such Borrower from its obligations under this Agreement. (c) Each Borrower waives any right to assert against Lender any defense, setoff, counterclaim, or claims which such Borrower may have against the other Borrowers or any other party liable to Lender for the obligations of the Borrowers under this Agreement. (d) Each Borrower agrees that it is solely responsible for keeping itself informed as to the financial condition of the other Borrowers and of all circumstances which bear upon the risk of nonpayment. Each Borrower waives any right it may have to require Lender to disclose to such Borrower any information which Lender may now or hereafter acquire concerning the financial condition of the other Borrowers. (e) Each Borrower waives all rights to notices of default or nonperformance by any other Borrower under this Agreement. Each Borrower further waives all rights to notices of the existence or the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant to Lender that each will derive benefit, directly and indirectly, from the collection administration and availability of credit under this Agreement. The Borrowers agree that Lender will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (g) Each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such Borrower may now or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement. Each Borrower waives any right to enforce any remedy which Lender now has or may hereafter have against any other Borrower, and waives any benefit of, and any right to participate in, any security now or hereafter held by Lender.

Multiple Borrowers. If two or more Borrowers sign this Agreement, each ------------------ Borrower agrees as follows: (a) Each It is understood and agreed by each Borrower agrees that it the handling of this credit facility on a joint borrowing basis as set forth in this Agreement is jointly solely as an accommodation to the Borrowers and severally liable to Lender for the payment of all obligations arising under this Agreementat their request, and that such the Bank shall not incur liability is independent to the Borrowers as a result thereof. To induce the Bank to do so and in consideration thereof, each Borrower hereby agrees to indemnify the Bank and to hold the Bank harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Bank by any Borrower or by any other Person arising from or incurred by reason of the obligations Bank's handling of the financing arrangements of the Borrowers as provided herein, reliance by the Bank on any request or instruction from any other Borrowers. Lender may bring an Borrower or any other action against any Borrower, whether an action is brought against taken by the other BorrowersBank with respect to this Section 10.18. (b) Each Borrower agrees that any release which may be given by Lender represents and warrants to the other Bank that the request for joint handling of the Loans to be made by the Bank hereunder was made because the Borrowers are engaged in an integrated operation which required financing on a basis permitting the availability of credit from time to time to each Borrower as required for the continued successful operation of each Borrower of the integrated operation of the Borrowers. Each Borrower expects to derive benefit, directly or any Guarantor will not release indirectly, from such Borrower from its obligations under this Agreementavailability because the successful operation of the Borrowers is dependent on the continued successful performance of the functions of the integrated group. (c) Each Borrower waives hereby irrevocably designates Tridex as its attorney to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of each Borrower, and does hereby authorize the Bank to pay over or credit all Loan proceeds hereunder to Tridex as the Borrowers' attorney in fact, recognizing, however, that the Bank is not bound by such authorization and may elect either to disburse loan proceeds to each Borrower directly for its use, to Tridex as attorney for any right Borrower or to assert Tridex for its own account, in which case Tridex may advance or lend such proceeds to the other Borrowers. Notwithstanding the foregoing, the Bank agrees to advance (i) the proceeds of the Term Loan and (ii) an initial advance of $3,500,000 (subject to reduction pursuant to Section 2.3 in the event of the Mass Mutual Transaction) under the Working Capital Loans directly to Tridex NC to be utilized to pay a portion of the acquisition price of PSI's stock. In addition, and notwithstanding any other provision to the contrary in this Agreement, the Term Loan and that portion of the Working Capital Loans so advanced to Tridex NC to pay a portion of the purchase price of PSI is stock shall be repaid to the Bank in accordance with this Agreement first from Tridex NC and the liability of the other three Borrowers in respect of such Loans shall be asserted by the Bank only at such time as a demand for payment for such Loans has first been made by the Bank to Tridex NC. Subject to the foregoing, the Borrowers shall remain jointly and severally liable on all of the Loans, and each of Tridex, UTI and PSI hereby jointly and severally and unconditionally guaranty the prompt payment and performance of all obligations of Tridex NC in respect of the Loans. Each Borrower further agrees that all obligations hereunder or referred to herein or under any other Facility Document shall be joint and several, and that each Borrower shall make payment upon any notes issued pursuant hereto and any and all other obligations hereunder or referred to herein or under any other Facility Document upon their maturity by acceleration or otherwise, and that such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearances granted by the Bank to any Borrower, failure of the Bank to give any Borrower notice of borrowing or any other notice, any failure of the Bank to pursue or preserve its rights against Lender any defenseother Borrower, setoffthe release by the Bank of any collateral now or hereafter acquired from any Borrower, counterclaimfailure of the Bank to realize upon such collateral in a commercially reasonable manner, or claims which and that such agreement by each Borrower may have against to pay upon any notice issued pursuant hereto is unconditional and unaffected by prior recourse by the Bank to the other Borrowers or any other party liable to Lender collateral for such Borrowers' obligations or the obligations of the Borrowers under this Agreementlack thereof. (d) Each Borrower agrees hereby grants a right of contribution to each other Borrower for any amount paid by such other Borrower in satisfaction of any obligations under this Agreement, the Notes or any other Facility Document; provided, however, that it is solely responsible for keeping itself informed as to the financial condition aggregate of the rights of contribution against any Borrower hereunder shall not exceed such Borrower's net worth. In calculating the net worth of any Borrower for purposes of this paragraph, such Borrower's obligations under the Facility Documents will not be included in its liabilities and such Borrower's rights of contribution against other Borrowers and of all circumstances which bear upon for amounts paid under the risk of nonpayment. Each Borrower waives any right it may have to require Lender to disclose to such Borrower any information which Lender may now or hereafter acquire concerning the financial condition of the other BorrowersFacility Documents will not be included in its assets. (e) Each All notices to, or other communications with, the Borrowers or any one of them shall be sufficient if given to any of the Borrowers. Although the Bank may require that all of the Borrowers or a particular Borrower waives execute any document (including any Notice of Borrowing) in any matter pertaining to this Agreement or any of the other Facility Documents, 187 any one of the Borrowers may bind all rights to notices of default or nonperformance the Borrowers and any document (including any Notice of Borrowing) signed by any other Borrower under this Agreement. Each Borrower further waives Borrower, and any and all rights action taken by any Borrower, is sufficient to notices represent all of the existence or Borrowers. Without limiting the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant to Lender that each will derive benefit, directly and indirectly, from the collection administration and availability of credit under this Agreement. The Borrowers agree that Lender will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (g) Each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including without limitationforegoing, any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such single Borrower may now make representations and warranties on behalf of all the Borrowers or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement. Each Borrower waives any right to enforce any remedy which Lender now has or may hereafter have against any other Borrower, and waives any benefit of, such representations and any right to participate in, any security now or hereafter held warranties shall be of the same force and effect as if made directly by Lendersuch other Borrowers.

Multiple Borrowers. If two or more Borrowers sign this Agreement, each ------------------ Borrower agrees as follows: (ai) Each Borrower agrees that it is jointly and severally severally, directly, and primarily liable to Lender the Purchasers for payment in full of the payment of all obligations arising under this Agreement, Obligations and that such liability is independent of the obligations duties, obligations, and liability of each and all of the other joint and several Borrowers. Lender The Purchasers may bring an a separate action or actions on the Obligations against any Borrowereach, any, or all of the Borrowers, whether an action is brought against any other or all of such Borrowers or any one or more of the other BorrowersBorrowers is or is not joined therein. (bii) Each Borrower agrees agree that any release which that may be given by Lender any Purchaser to any one or more of the Borrowers shall not release any other Borrowers or any Guarantor will not release such Borrower from its obligations under this Agreementhereunder. (ciii) Each Borrower hereby waives any right to assert against Lender any defense, setoff, counterclaim, Purchaser any right of setoff or claims which other claim that such Borrower individually may now or any time hereafter have against the other Borrowers another Borrower or in any manner or way whatsoever, and hereby waives any right of subrogation against any other party liable to Lender for the obligations of the Borrowers under this AgreementBorrowers. (div) Any and all present and future debts and other obligations of any Borrower to any other Borrower are hereby subordinated to the full payment and performance of the Obligations; provided, however, such debt and other obligations may be incurred and repaid, subject to the terms of this Agreement, as long as no Event of Default shall have occurred and not have been waived. (v) Each Borrower agrees that it is solely responsible for keeping itself presently informed as to the financial condition of each of the other Borrowers and of all other circumstances which that a diligent inquiry would reveal and that bear upon the risk of nonpaymentnonpayment of the Obligations. Each Borrower hereby waives any right and all rights it may have to require Lender any Purchaser to disclose to such Borrower Borrowers any information which Lender that any such Purchaser may now or hereafter acquire concerning the financial condition or circumstances of any of the other Borrowers. (evi) Each Except as expressly provided herein, each Borrower waives all rights to notices of default default, existence, creation, or nonperformance by any incurring of new or additional indebtedness and all other Borrower under this Agreement. Each Borrower further waives all rights to notices of the existence or the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant formalities to Lender that each will derive benefit, directly and indirectly, from the collection administration and availability of credit under this Agreement. The Borrowers agree that Lender will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (g) Each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including without limitation, any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such Borrower may now or hereafter have against any other may, as a joint and several Borrower with respect to the indebtedness incurred under this Agreement. Each Borrower waives any right to enforce any remedy which Lender now has or may hereafter have against any other Borrowerhereunder, and waives any benefit of, and any right to participate in, any security now or hereafter held by Lenderbe entitled.

Multiple Borrowers. If two or more Borrowers sign this Agreement, each ------------------ Borrower agrees as follows: (a) Each It is understood and agreed by each Borrower agrees that it the handling of this credit facility on a joint borrowing basis as set forth in this Agreement is jointly solely as an accommodation to the Borrowers and severally liable to Lender for the payment of all obligations arising under this Agreementat their request, and that such the Bank shall not incur liability is independent to the Borrowers as a result thereof. To induce the Bank to do so and in consideration thereof, each Borrower hereby agrees to indemnify the Bank and to hold the Bank harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Bank by any Borrower or by any other Person arising from or incurred by reason of the obligations Bank's handling of the financing arrangements of the Borrowers as provided herein, reliance by the Bank on any request or instruction from any other Borrowers. Lender may bring an Borrower or any other action against any Borrower, whether an action is brought against taken by the other BorrowersBank with respect to this Section 10.18. (b) Each Borrower agrees that any release which may be given by Lender represents and warrants to the other Bank that the request for joint handling of the Revolving Loans to be made by the Bank hereunder was made because the Borrowers are engaged in an integrated operation which required financing on a basis permitting the availability of credit from time to time to each Borrower as required for the continued successful operation of each Borrower of the integrated operation of the Borrowers. Each Borrower expects to derive benefit, directly or any Guarantor will not release indirectly, from such Borrower from its obligations under this Agreementavailability because the successful operation of the Borrowers is dependent on the continued successful performance of the functions of the integrated group. (c) Each Borrower waives hereby irrevocably designates TransAct as its attorney to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf 44 43 of each Borrower, and does hereby authorize the Bank to pay over or credit all Revolving Loan proceeds hereunder to TransAct as the Borrowers' attorney in fact, recognizing, however, that Lender is not bound by such authorization and may elect either to disburse loan proceeds to each Borrower directly for its use, to TransAct as attorney for any right Borrower or to assert TransAct for its own account, in which case TransAct may advance or lend such proceeds to the other Borrowers. Each Borrower further agrees that all obligations hereunder or referred to herein or under any other Facility Document shall be joint and sev eral, and that each Borrower shall make payment upon any notes issued pursuant hereto and any and all other obligations hereunder or referred to herein or under any other Facility Document upon their maturity by acceleration or otherwise, and that such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearances granted by the Bank to any Borrower, failure of the Bank to give any Borrower notice of borrowing or any other notice, any failure of the Bank to pursue or preserve its rights against Lender any defenseother Borrower, setoffthe release by the Bank of any collateral now or hereafter acquired from any Borrower, counterclaimfailure of the Bank to realize upon such collateral in a commercially reasonable manner, or claims which and that such agreement by each Borrower may have against to pay upon any notice issued pursuant hereto is unconditional and unaffected by prior recourse by the Bank to the other Borrowers or any other party liable to Lender collateral for such Borrowers' obligations or the obligations of the Borrowers under this Agreementlack thereof. (d) Each Borrower agrees hereby grants a right of contribution to each other Borrower for any amount paid by such other Borrower in satisfaction of any obligations under this Agreement, the Note or any other Facility Document; provided, however, that it is solely responsible for keeping itself informed as to the financial condition aggregate of the rights of contribution against any Borrower hereunder shall not exceed such Borrower's net worth. In calculating the net worth of any Borrower for purposes of this paragraph, such Borrower's obligations under the Facility Documents will not be included in its liabilities and such Borrower's rights of contribution against other Borrowers and of all circumstances which bear upon for amounts paid under the risk of nonpayment. Each Borrower waives any right it may have to require Lender to disclose to such Borrower any information which Lender may now or hereafter acquire concerning the financial condition of the other BorrowersFacility Documents will not be included in its assets. (e) Each All notices to, or other communications with, the Borrowers or any one of them shall be sufficient if given to any of the Borrowers. Although the Bank may require that all of the Borrowers or a particular Borrower waives execute any document (including any Notice of Borrowing) in any matter pertaining to this Agreement or any of the other Facility Documents, any one of the Borrowers may bind all rights to notices of default or nonperformance the Borrowers and any document (including any Notice of Borrowing) signed by any other Borrower under this Agreement. Each Borrower further waives Borrower, and any and all rights action taken by any Borrower, is sufficient to notices represent all of the existence or Borrowers. Without limiting the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant to Lender that each will derive benefit, directly and indirectly, from the collection administration and availability of credit under this Agreement. The Borrowers agree that Lender will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (g) Each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including without limitationforegoing, any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such single Borrower may now make representations and warranties on behalf of all the Borrowers or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement. Each Borrower waives any right to enforce any remedy which Lender now has or may hereafter have against any other Borrower, and waives any benefit of, such representations and any right to participate in, any security now or hereafter held warranties shall be of the same force and effect as if made directly by Lendersuch other Borrowers.

Multiple Borrowers. If two or more Borrowers sign this Agreement, each ------------------ Borrower agrees as follows: (a) Each It is understood and agreed by each Borrower agrees that it the handling of this credit facility on a joint borrowing basis as set forth in this Agreement is jointly solely as an accommodation to the Borrowers and severally liable to Lender for the payment of all obligations arising under this Agreementat their request, and that such the Bank shall not incur liability is independent to the Borrowers as a result thereof. To induce the Bank to do so and in consideration thereof, each Borrower hereby agrees to indemnify the Bank and to hold the Bank harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against the Bank by any Borrower or by any other Person arising from or incurred by reason of the obligations Bank's handling of the financing arrangements of the Borrowers as provided herein, reliance by the Bank on any request or instruction from the Parent or any other Borrowers. Lender may bring an Borrower or any other action against any Borrower, whether an action is brought against taken by the other BorrowersBank with respect to this Section 10.17. (b) Each Borrower agrees that any release which may be given by Lender represents and warrants to the other Bank that the request for joint handling of the Loans to be made by the Bank hereunder was made because the Borrowers are engaged in an integrated operation which required financing on a basis permitting the availability of credit from time to time to each Borrower as required for the continued successful operation of each Borrower of the integrated operation of the Borrowers. Each Borrower expects to derive benefit, directly or any Guarantor will not release indirectly, from such Borrower from its obligations under this Agreementavailability because the successful operation of the Borrowers is dependent on the continued successful performance of the functions of the integrated group. (c) Each Borrower waives any right hereby irrevocably designates the Parent as its attorney to assert against borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of each Borrower, and does hereby authorize the Bank to pay over or credit all Loan proceeds hereunder to the Parent as the Borrowers' attorney in fact, recognizing, however, that Lender any defenseis not bound by such authorization and may elect either to disburse loan proceeds to each Borrower directly for its use, setoff, counterclaim, or claims which such Borrower may have against to the other Borrowers or any other party liable to Lender for the obligations of the Borrowers under this Agreement.Parent as attorney for (d) Each Borrower agrees hereby grants a right of contribution to each other Borrower for any amount paid by such other Borrower in satisfaction of any obligations under this Agreement, any Note or any other Facility Document; provided, however, that it is solely responsible for keeping itself informed as to the financial condition aggregate of the rights of contribution against any Borrower hereunder shall not exceed such Borrower's net worth. In calculating the net worth of any Borrower for purposes of this paragraph, such Borrower's obligations under the Facility Documents will not be included in its liabilities and such Borrower's rights of contribution against other Borrowers and of all circumstances which bear upon for amounts paid under the risk of nonpayment. Each Borrower waives any right it may have to require Lender to disclose to such Borrower any information which Lender may now or hereafter acquire concerning the financial condition of the other BorrowersFacility Documents will not be included in its assets. (e) Each All notices to, or other communications with, the Borrowers or any one of them shall be sufficient if given to any of the Borrowers. Although the Bank may require that all of the Borrowers or a particular Borrower waives execute any document (including any Notice of Borrowing) in any matter pertaining to this Agreement or any of the other Facility Documents, any one of the Borrowers may bind all rights to notices of default or nonperformance the Borrowers and any document (including any Notice of Borrowing) signed by any other Borrower under this Agreement. Each Borrower further waives Borrower, and any and all rights action taken by any Borrower, is sufficient to notices represent all of the existence or Borrowers. Without limiting the creation of new indebtedness by any other Borrower. (f) The Borrowers represent and warrant to Lender that each will derive benefit, directly and indirectly, from the collection administration and availability of credit under this Agreement. The Borrowers agree that Lender will not be required to inquire as to the disposition by any Borrower of funds disbursed in accordance with the terms of this Agreement. (g) Each Borrower waives any right of subrogation, reimbursement, indemnification and contribution (contractual, statutory or otherwise), including without limitationforegoing, any claim or right of subrogation under the Bankruptcy Code (Title 11 of the U.S. Code) or any successor statute, which such single Borrower may now make representations and warranties on behalf of all the Borrowers or hereafter have against any other Borrower with respect to the indebtedness incurred under this Agreement. Each Borrower waives any right to enforce any remedy which Lender now has or may hereafter have against any other Borrower, and waives any benefit of, such representations and any right to participate in, any security now or hereafter held warranties shall be of the same force and effect as if made directly by Lendersuch other Borrowers.