Common use of Nature of Borrowers Obligations Clause in Contracts

Nature of Borrowers Obligations. (a) Notwithstanding anything to the contrary herein, the U.S. Borrowers shall have joint and several liability in respect of all Obligations hereunder and under any other Loan Document to which any Borrower is a party, without regard to any defense (other than the defense of payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party against the Lenders, or by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and such Obligations of the Borrowers shall not be conditioned or contingent upon the pursuit by the Lenders or any other person at any time of any right or remedy against the Borrowers or against any other person which may be or become liable in respect of all or any part of the Obligations or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation of each U.S. Borrower (regardless of which Borrower shall have delivered a Borrowing Request) and may be enforced against each U.S. Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each U.S. Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Further, the provisions of the Collateral Agreement set forth in Sections 2 thereof are hereby incorporated by reference and shall be deemed to apply to the Obligations of the U.S. Borrowers mutatis mutandis as if set forth herein. (b) Notwithstanding anything to the contrary herein, the obligations of the U.K. Borrower hereunder are, in all cases, several with respect to the U.K. borrowings only and not joint and the U.K. Borrower shall not be responsible for the failure of any other Borrower to make any payments hereunder or under any other Loan Document, as applicable.

Nature of Borrowers Obligations. (1) It is understood and agreed by the various parties to this Agreement that the obligation to repay principal of, interest on, and all other amounts with respect to, the Advances, Letters of Credit and all other Obligations pursuant to this Agreement shall constitute the joint and several obligations of each Borrower. (2) The obligations of each Borrower with respect to the Obligations are independent of the obligations of the other Borrower, and a separate action or actions may be brought and prosecuted against a Borrower, whether or not the other Borrower is joined in any such action or actions. Each Borrower waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by a Borrower or other circumstance which operates to toll any statute of limitation as to such Borrower shall, to the fullest extent permitted by law, operate to toll the statute of limitations as to the other Borrower. (3) Each of the Borrowers authorizes the Agent, the Issuing Bank and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to: (a) Notwithstanding anything to the contrary herein, the U.S. Borrowers shall have joint and several liability in respect of all Obligations hereunder and under exercise or refrain from exercising any other Loan Document to which any Borrower is a party, without regard to any defense (other than the defense of payment), setoff or counterclaim which may at any time be available to or be asserted by any other Loan Party rights against the Lenders, other Borrower or by others or otherwise act or refrain from acting; (b) release or substitute the other Borrower; (c) settle or compromise any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and such Obligations of the Borrowers shall not be conditioned or contingent upon the pursuit by the Lenders other Borrower, any security therefor or any other person at liability (including any time of any right those hereunder) incurred directly or remedy against the Borrowers or against any other person which may be or become liable indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability (whether due or not) of the other Borrower to its creditors other than the Lenders; (d) apply any sums paid by the other Borrower or any other Person, howsoever realized to any liability or liabilities of the other Borrower or other Person regardless of what liability or liabilities of the other Borrower or other Person remain unpaid; and/or (e) consent to or waive any breach of, or act, omission or default under, this Agreement or any of the instruments or agreements referred to herein, or otherwise, by the other Borrower or any other Person. (4) It is not necessary for the Agent, the Issuing Bank or any Lender to inquire into the capacity or powers of either Borrower or any of its officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall constitute the joint and several obligations of the Borrowers hereunder. (5) No Borrower shall have any rights of contribution or subrogation with respect to the other Borrower as a result of payments made by it hereunder, in each case unless and until termination of the Commitments, all Letters of Credit have been terminated and all Obligations have been paid in full in cash. (6) Each Borrower waives any right to require the Agent, the Issuing Bank or the Lenders to (i) proceed against the other Borrower or any other party, (ii) proceed against or exhaust any security held from the other Borrower or any other party or (iii) pursue any other remedy in the Agent’s, the Issuing Bank’s or any Lender’s power whatsoever. Each Borrower waives any defense based on or arising out of suretyship or any impairment of security held from the other Borrower or any other party or on or arising out of any defense of the other Borrower or any other party other than payment in full in cash of the Obligations, including, without limitation, any defense based on or arising out of the disability of the other Borrower or any other party, or the unenforceability of the Obligations or against any Collateral part thereof from any cause, or Guarantee therefor or right the cessation from any cause of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is the independent and several obligation liability of each U.S. Borrower (regardless of which Borrower shall have delivered a Borrowing Request) and may be enforced against each U.S. Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any the other Borrower. Each U.S. Borrower hereby expressly waives, with respect to any in each case other than as a result of the Loans made to any other Borrower hereunder and any payment in full in cash of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Further, the provisions of the Collateral Agreement set forth in Sections 2 thereof are hereby incorporated by reference and shall be deemed to apply to the Obligations of the U.S. Borrowers mutatis mutandis as if set forth hereinObligations. (b) Notwithstanding anything to the contrary herein, the obligations of the U.K. Borrower hereunder are, in all cases, several with respect to the U.K. borrowings only and not joint and the U.K. Borrower shall not be responsible for the failure of any other Borrower to make any payments hereunder or under any other Loan Document, as applicable.

Nature of Borrowers Obligations. (a) Notwithstanding anything a. All obligations pursuant to this Loan and Security Agreement and the contrary herein, Loan Documents shall be the U.S. Borrowers shall have joint and several liability in respect obligations of each of Borrower. Each reference to “Borrower” hereunder shall be deemed to refer to each Borrower individually and collectively and each obligation to be performed by “Borrower” hereunder shall be performed by each Borrower. Lender shall have no responsibility to inquire into the apportionment, allocation or disposition of any advances made under the Loan. Each Borrower hereby irrevocably appoints the other as its agent and attorney-in-fact for all purposes of the related documents, including, without limitation, the giving and receiving of notices and other communications and the making of all Obligations hereunder certifications and under any other reports required pursuant to this Loan Document to which and Security Agreement and the Loan Documents. The action of any Borrower is a party, without regard with respect to any defense (advance made under the Loan and the requests, notices, reports and other than the defense of payment), setoff or counterclaim which may at any time be available to or be asserted materials submitted by any other Loan Party Borrower shall bind each Borrower. b. Each Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against the Lendersany and all liabilities, expenses, losses, damages and/or claims of any damage or injury asserted against Lender by any other circumstance whatsoever (with or without notice to or knowledge of the Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrowers’ liability hereunder, in bankruptcy or in any other instance, and such Obligations of the Borrowers shall not be conditioned or contingent upon the pursuit by the Lenders Borrower or any other person at any time arising from or incurred by reason of any right or remedy against the Borrowers or against any other person which may be or become liable in respect joint nature of all the borrowings hereunder or any part of action taken by Lender pursuant hereto. c. Each Borrower represents and warrants to Lender that the Obligations request for joint borrowing was made by each Borrower and that each Borrower is engaged in operations that require financing on such a joint basis. Each Borrower expects to derive benefit, directly or against any Collateral or Guarantee therefor or right of offset with respect thereto. The Borrowers hereby acknowledge that this Agreement is indirectly, from the independent and several obligation of each U.S. Borrower (regardless of which Loan. d. Each Borrower shall have delivered be a Borrowing Request) direct, primary and may be enforced against each U.S. Borrower separately, whether or not enforcement of any right or remedy hereunder has been sought against any other Borrower. Each U.S. Borrower hereby expressly waives, with respect to any of the Loans made to any other Borrower hereunder and any of the amounts owing hereunder by such other Loan Parties in respect of such Loans, diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against such other Loan Parties under this Agreement or any other agreement or instrument referred to herein or against any other person under any other guarantee of, or security for, any of such amounts owing hereunder. Further, the provisions of the Collateral Agreement set forth in Sections 2 thereof are hereby incorporated by reference independent obligor and shall not be deemed to apply to be a guarantor, accommodation party or other person secondarily liable for the Obligations of under the U.S. Borrowers mutatis mutandis Loan Documents. “Obligations” as if set forth herein. (b) Notwithstanding anything to used in this Section means, as the contrary hereincontext requires, the duties and obligations of under the U.K. Loan Documents from time to time. Without limiting the foregoing, however, each Borrower hereunder arerepresents, in all caseswarrants, several with respect to the U.K. borrowings only covenants and not joint and the U.K. Borrower shall not be responsible for the failure of any other Borrower to make any payments hereunder or under any other Loan Document, agrees as applicable.follows: