Common use of Joint Borrower Clause in Contracts

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) In lieu of maintaining accounts in the name of each of the Persons comprising Borrower (for purposes of this Section, each such Person being referred to as a "Borrowing Entity"), Bank shall maintain a single designated deposit account for Borrowers. Any advance made by Bank hereunder shall be made jointly and severally to all Borrowing Entities. Any payments received by Bank likewise shall be credited to all Borrowing Entities. While it is anticipated that Parent 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 Bank, in its discretion, is authorized to honor and rely upon any such Request or any instructions received from any Responsible Official of any Borrowing Entity. It is expressly agreed and understood by each Borrowing Entity that Bank shall have no responsibility to inquire into the appointment, allocation or disposition of any Loans made to Borrowers. All Loans are to be made for the collective account of Borrowers. For the purpose of implementing the joint borrower provisions of the Loan Documents, including without limitation the giving and receiving of notices and other communications, the making of Requests for Loans or Requests for Standby Letters of Credit, the execution and delivery of certificates and the receiving and allocating of disbursements from Bank, Borrowers hereby irrevocably appoint each other as the agent and attorney-in-fact for all purposes of the Loan Documents. (b) It is understood and agreed that the handling of this credit facility on a joint borrowing basis as set forth in this Agreement is solely as an accommodation to Borrowers and at the request of Borrowers, and that Bank shall incur no liability to Borrowers or any Borrowing Entity as a result thereof. To induce Bank to do so, and in consideration thereof, each Borrowing Entity hereby agrees to indemnify Bank and hold Bank harmless from and against any and all liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Bank by Borrowers or by any other Person arising from or incurred by reason of Bank's handling of the financing arrangement of Borrowers as herein provided, reliance by Bank on any requests or instructions from any Borrowing Entity, or any other action taken by Bank. (c) Each of the Borrowers represents and warrants to Bank that the request for joint handling of the Loans was made jointly by the Borrowing Entities and that the Borrowing Entities are engaged in an integrated operation that requires financing on a basis permitting the availability of credit from time to time to each of the Borrowing Entities as required for the continued successful operation of each of them and their integrated operations. Each Borrowing Entity expects to derive benefit, directly or indirectly, from such availability because the successful operation of the Borrower is dependent on the continued successful performance of the functions of the integrated group. (d) Each Borrower acknowledges that the liens and security interests created or granted herein and by the other Loan Documents will or may secure obligations of persons or entities other than itself and, in full recognition of that fact, each Borrower consents and agrees that any action by the Bank with respect to the following shall not affect the enforceability or security hereof or of any other Loan Document: (1) supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations of the other Borrowers or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (2) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations of the other Borrowers or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (3) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations of Borrowers or any part thereof; (4) accept partial payments on the obligations of Borrowers; (5) receive and hold additional security or guaranties for the obligations of Borrowers or any part thereof; (6) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Bank in its sole and absolute discretion may determine; (7) release any person or entity or any guarantor from any personal liability with respect to the obligations of Borrowers or any part thereof; (8) settle, release on terms satisfactory to Bank or by operation of applicable laws or otherwise liquidate or enforce any obligations of Borrowers and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and (9) consent to the merger, change or any other restructuring or termination of the corporate existence of Borrowers or any other person, and correspondingly restructure the obligations of Borrowers, and any such merger, change, restructuring or termination shall not affect the liability of Borrowers or the continuing existence of any lien or security interest hereunder, under any other Loan Document to which any Borrower is a party or the enforceability hereof or thereof with respect to all or any part of the obligations of Borrowers. Upon the occurrence of and during the continuance of any Event of Default, Bank may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy or security Bank at any time may have or hold in connection with the obligations of Borrowers, and it shall not be necessary for (e) Each of the Borrowers represents and warrants to Bank that such Borrower has established adequate means of obtaining from the other Borrowers, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of the other Borrowers and their respective properties, and each of the Borrowers now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other Borrowers and their respective properties. Each of the Borrowers hereby expressly waives and relinquishes any duty on the part of Bank to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or such other Borrower's properties, whether now known or hereafter known by Bank during the life of this Agreement. With respect to any of the obligations of Borrowers, Bank need not inquire into the powers of any of the Borrowers or the officers or employees acting or purporting to act on its behalf. (f) Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Borrower is a party, each of the Borrowers hereby waives with respect to each other Borrower and its respective successors and assigns (including any surety) and any other party any and all rights at law or in equity, to subrogation, to reimbursement, to exoneration, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker and which each of the Borrowers may have or hereafter acquire against any other Borrower or any other party in connection with or as a result of any Borrower's execution, delivery and/or performance of this Agreement or any other Loan Document to which any such Borrower is a party until the Obligations hereunder are paid in full. Each of the Borrowers agrees that it shall not have or assert any such rights against any other Borrower or any such Borrower's successors and assigns or any other person or entity (including any surety), either directly or as an attempted setoff to any action commenced against such Borrower by the other such Borrower (as borrower or in any other capacity) or any other person until the obligations hereunder are paid in full. Each of the Borrowers hereby acknowledges and agrees that this waiver is intended to benefit Bank and shall not limit or otherwise affect any of the Borrowers' liability hereunder, under any other Loan Document to which any Borrower is a party, or the enforceability hereof or thereof. (g) Each of the Borrowers warrants and agrees that each of the waivers and consents set forth herein is made with full knowledge of its significance and consequences, with the understanding that events giving rise to any defense waived may diminish, destroy or otherwise adversely affect rights which each of the Borrowers otherwise may have against the other Borrowers, Bank, or others, or against any Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.

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) In lieu of maintaining accounts in the name of each of the Persons comprising Borrower (for purposes of this Section, each such Person being referred to as a "Borrowing Entity"), Bank Agent shall maintain a single designated deposit account for Borrowers. Any advance made by Bank hereunder shall be made jointly and severally to all Borrowing Entities. Any payments received by any Bank likewise shall be credited to all Borrowing Entities. While it is anticipated that Parent 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 Bank, in its discretion, is authorized to honor and rely upon any such Request or any instructions received from any Responsible Official of any Borrowing Entity. It is expressly agreed and understood by each Borrowing Entity that Agent and each Bank shall have no responsibility to inquire into the appointment, allocation or disposition of any Loans made to Borrowers. All Loans are to be made for the collective account of Borrowers. For the purpose of implementing the joint borrower provisions of the Loan Documents, including without limitation the giving and receiving of notices and other communications, the making of Requests for Loans or Requests for Standby Letters of Credit, the execution and delivery of certificates and the receiving and allocating of disbursements from Bank, Borrowers hereby irrevocably appoint each other as the agent and attorney-in-fact for all purposes of the Loan Documents. (b) It is understood and agreed that the handling of this credit facility on a joint borrowing basis as set forth in this Agreement is solely as an accommodation to Borrowers and at the request of Borrowers, and that Bank Agent and Banks shall incur no liability to Borrowers or any Borrowing Entity as a result thereof. To induce Bank Agent and Banks to do so, and in consideration thereof, each Borrowing Entity hereby agrees to indemnify Bank Agent and Banks and hold Bank Agent and Banks harmless from and against any and all liabilities, expenses, losses, damages and/or claims of damage or injury asserted against Bank Agent and Banks by Borrowers or by any other Person arising from or incurred by reason of Agent's or any Bank's handling of the financing arrangement of Borrowers as herein provided, reliance by Bank Agent and Banks on any requests or instructions from any Borrowing Entity, or any other action taken by BankAgent and Banks. (c) Each of the Borrowers represents and warrants to Bank that the request for joint handling of the Loans was made jointly by the Borrowing Entities and that the Borrowing Entities are engaged in an integrated operation that requires financing on a basis permitting the availability of credit from time to time to each of the Borrowing Entities as required for the continued successful operation of each of them and their integrated operations. Each Borrowing Entity expects to derive benefit, directly or indirectly, from such availability because the successful operation of the Borrower is dependent on the continued successful performance of the functions of the integrated group. (d) Each Borrower acknowledges that the liens and security interests created or granted herein and by the other Loan Documents will or may secure obligations of persons or entities other than itself and, in full recognition of that fact, each Borrower consents and agrees that any action by the Bank with respect to the following shall not affect the enforceability or security hereof or of any other Loan Document: (1) supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations of the other Borrowers or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (2) supplement, modify, amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations of the other Borrowers or any part thereof or any of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder; (3) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations of Borrowers or any part thereof; (4) accept partial payments on the obligations of Borrowers; (5) receive and hold additional security or guaranties for the obligations of Borrowers or any part thereof; (6) release, reconvey, terminate, waive, abandon, subordinate, exchange, substitute, transfer and enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Bank in its sole and absolute discretion may determine; (7) release any person or entity or any guarantor from any personal liability with respect to the obligations of Borrowers or any part thereof; (8) settle, release on terms satisfactory to Bank or by operation of applicable laws or otherwise liquidate or enforce any obligations of Borrowers and any security or guaranty therefor in any manner, consent to the transfer of any security and bid and purchase at any sale; and (9) consent to the merger, change or any other restructuring or termination of the corporate existence of Borrowers or any other person, and correspondingly restructure the obligations of Borrowers, and any such merger, change, restructuring or termination shall not affect the liability of Borrowers or the continuing existence of any lien or security interest hereunder, under any other Loan Document to which any Borrower is a party or the enforceability hereof or thereof with respect to all or any part of the obligations of Borrowers. Upon the occurrence of and during the continuance of any Event of Default, Bank may enforce this Agreement and the other Loan Documents independently as to each Borrower and independently of any other remedy or security Bank at any time may have or hold in connection with the obligations of Borrowers, and it shall not be necessary for (e) Each of the Borrowers represents and warrants to Bank that such Borrower has established adequate means of obtaining from the other Borrowers, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of the other Borrowers and their respective properties, and each of the Borrowers now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of the other Borrowers and their respective properties. Each of the Borrowers hereby expressly waives and relinquishes any duty on the part of Bank to disclose to such Borrower any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of any other Borrower or such other Borrower's properties, whether now known or hereafter known by Bank during the life of this Agreement. With respect to any of the obligations of Borrowers, Bank need not inquire into the powers of any of the Borrowers or the officers or employees acting or purporting to act on its behalf. (f) Notwithstanding anything to the contrary elsewhere contained herein or in any other Loan Document to which any Borrower is a party, each of the Borrowers hereby waives with respect to each other Borrower and its respective successors and assigns (including any surety) and any other party any and all rights at law or in equity, to subrogation, to reimbursement, to exoneration, to contribution, to setoff or to any other rights that could accrue to a surety against a principal, to a guarantor against a maker or obligor, to an accommodation party against the party accommodated, or to a holder or transferee against a maker and which each of the Borrowers may have or hereafter acquire against any other Borrower or any other party in connection with or as a result of any Borrower's execution, delivery and/or performance of this Agreement or any other Loan Document to which any such Borrower is a party until the Obligations hereunder are paid in full. Each of the Borrowers agrees that it shall not have or assert any such rights against any other Borrower or any such Borrower's successors and assigns or any other person or entity (including any surety), either directly or as an attempted setoff to any action commenced against such Borrower by the other such Borrower (as borrower or in any other capacity) or any other person until the obligations hereunder are paid in full. Each of the Borrowers hereby acknowledges and agrees that this waiver is intended to benefit Bank and shall not limit or otherwise affect any of the Borrowers' liability hereunder, under any other Loan Document to which any Borrower is a party, or the enforceability hereof or thereof. (g) Each of the Borrowers warrants and agrees that each of the waivers and consents set forth herein is made with full knowledge of its significance and consequences, with the understanding that events giving rise to any defense waived may diminish, destroy or otherwise adversely affect rights which each of the Borrowers otherwise may have against the other Borrowers, Bank, or others, or against any Collateral. If any of the waivers or consents herein are determined to be contrary to any applicable law or public policy, such waivers and consents shall be effective to the maximum extent permitted by law.