Common use of Multiple Borrower Provisions Clause in Contracts

Multiple Borrower Provisions. (a) All Loans made to or on behalf of any Borrower and all of the other Obligations of Borrowers, including all interest, fees, and expenses with respect thereto, shall constitute one joint and several direct and general obligation of all Borrowers and Guarantors. Notwithstanding anything to the contrary contained herein, each Borrower shall be jointly and severally, with each other Borrower, directly and unconditionally liable to Administrative Agent and the Lenders for all Obligations, it being understood that the Loans to each Borrower inure to the benefit of all Borrowers, and that Administrative Agent is relying on the joint and several liability of the Borrowers as co-makers and guarantors in extending the Loans and issuing Letters of Credit hereunder. Parent and each other Borrower hereby unconditionally and irrevocably agree that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation payable to Administrative Agent, it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by application of law (provided such Obligation shall not be extinguished by any such prohibition). (b) No payment or payments made by any Borrower or any other Person or received or collected by Administrative Agent from any Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement (except to the extent of such payment), and each Borrower shall remain liable for all of the remaining Obligations until all of the Obligations are paid in full. (c) Each Borrower agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Administrative Agent with respect thereto, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition). All Obligations shall be conclusively presumed to have been created in reliance hereon. The Obligations and other liabilities under this Agreement and the other Loan Documents shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payments of, or in any other term of, all or any part of the Obligations, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Obligations resulting from the extension of additional credit to any Borrower or otherwise; (iii) any taking, exchange, release of or non-perfection in any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations; (iv) any change, restructuring or termination of the corporate structure or existence of any Borrower; or (v) any other circumstance which may otherwise constitute a defense available to, or a discharge of, any Borrower. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Administrative Agent upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. (d) Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Agreement shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which one or more other Borrowers may hereafter agree (other than an agreement signed by Administrative Agent specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by Administrative Agent with respect to any of the Obligations, nor by any other agreements or arrangements whatever with one or more other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Obligations and may be enforced without requiring Administrative Agent first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Obligations, this Agreement or any other Loan Document and any requirement that Administrative Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any Collateral. (e) Each of the Parent and each Borrower hereby designates the Parent (“Borrower Agent”) as its attorney, representative and agent and in its name and on its behalf and as its act and deed or otherwise to execute and deliver all documents, receive notices, and carry out all actions for all purposes under this Agreement and the other Loan Documents, including requests for Loans and Letters of Credit, and the execution and delivery of Notices of Borrowing, delivery or receipt of communications (including any Notice of Revolving Borrowing, any telephonic or electronic mail notice or request for a Borrowing, any request for the issuance of any Letter of Credit), preparation and delivery of Borrowing Base Certificates and all attachments thereto, financial reports and Compliance Certificates, receipt and payment of Obligations, requests for waivers, amendments, or other accommodations, actions under this Agreement and the other Loan Documents (including in respect of compliance with covenants), and all other dealings with Administrative Agent. Borrower Agent hereby accepts such appointment. Administrative Agent may give any notice to, or communication with, any Loan Party hereunder or under any other Loan Document to or with Borrower Agent on behalf of such Loan Party. Each of the Parent and each Borrower agrees that any notice, election, communication, representation, agreement, or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it regardless of whether such Loan party was notified of the same before or after the occurrence of the same. Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, the terms of this Section 2.30(e).

Multiple Borrower Provisions. (a) All Loans made to The obligations of each Borrower under this Agreement are joint and several and absolute and unconditional irrespective of the value, genuineness, validity, regularity or on behalf enforceability of any Borrower and all the obligations of the other Obligations Borrowers under this Agreement or any other Loan Document (collectively, the "Other Borrower Obligations"), or any substitution, release or exchange of Borrowersany other guarantee of or security for any of the Other Borrower Obligations, including all interestand, fees, and expenses with respect thereto, shall constitute one joint and several direct and general obligation of all Borrowers and Guarantors. Notwithstanding anything to the contrary contained hereinfullest extent permitted by applicable law, each Borrower shall be jointly and severally, with each irrespective of any other Borrower, directly and unconditionally liable to Administrative Agent and the Lenders for all Obligationscircumstance whatsoever which might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being understood the intent of this Section 2.22 that the Loans to obligations of each Borrower inure to under this Agreement shall be absolute and unconditional under any and all circumstances. Without limiting the benefit of all Borrowers, and that Administrative Agent is relying on the joint and several liability generality of the Borrowers as co-makers and guarantors in extending foregoing, it is agreed that the Loans and issuing Letters of Credit hereunder. Parent and each other Borrower hereby unconditionally and irrevocably agree that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) occurrence of any principal of, one or interest on, any Obligation payable to Administrative Agent, it will forthwith pay more of the same, without notice or demand, unless such payment is then prohibited by application of law (provided such Obligation following shall not be extinguished by any such prohibition). (b) No payment or payments made by any Borrower or any other Person or received or collected by Administrative Agent from any Borrower or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement or any other agreement referred to herein or therein: (except a) at any time or from time to time, without notice to any Borrower, the extent time for any performance of such payment), and each Borrower shall remain liable for all or compliance with any of the remaining Obligations until all of the Obligations are paid in full. (c) Each Other Borrower agrees that the Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Administrative Agent with respect thereto, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition). All Obligations shall be conclusively presumed to have been created extended, or such performance or compliance shall be waived; (b) any of the acts mentioned in reliance hereon. The Obligations and other liabilities under any of the provisions of this Agreement and the other Loan Documents shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto; referred to herein or therein shall be done or omitted; (iic) the maturity of any change in the time, manner or place of payments of, or in any other term of, all or any part of the ObligationsOther Borrower Obligations shall be accelerated, or any other amendment or waiver thereof or any consent to departure therefrom, including any increase in the Obligations resulting from the extension of additional credit to any Borrower or otherwise; (iii) any taking, exchange, release of or non-perfection in any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations; (iv) Other Borrower Obligations shall be modified, supplemented or amended in any change, restructuring or termination of the corporate structure or existence of any Borrower; or (v) any other circumstance which may otherwise constitute a defense available torespect, or a discharge of, any Borrower. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by Administrative Agent upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, all as though such payment had not been made. (d) Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Agreement shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which one or more other Borrowers may hereafter agree (other than an agreement signed by Administrative Agent specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by Administrative Agent with respect to any of the Obligations, nor by any other agreements or arrangements whatever with one or more other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Obligations and may be enforced without requiring Administrative Agent first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Obligations, right under this Agreement or any other Loan Document shall be waived or any other guarantee of any of the Other Borrower Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (d) any lien or security interest granted to, or in favor of, the Administrative Agent, the Issuing Bank or any Lender or Lenders as security for any of the Other Borrower Obligations shall fail to be perfected. Each Borrower hereby expressly waives, with respect to the Other Borrower Obligations diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that the Administrative Agent protectAgent, securethe Issuing Bank, perfect or insure any Lien the Swingline Lender or any property subject thereto or Lender exhaust any right right, power or take any action remedy or proceed against any Borrower the other Borrowers under this Agreement or any other Person or any Collateral. (e) Each of the Parent and each Borrower hereby designates the Parent (“Borrower Agent”) as its attorney, representative and agent and in its name and on its behalf and as its act and deed or otherwise to execute and deliver all documents, receive notices, and carry out all actions for all purposes under this Agreement and the other Loan Documents, including requests for Loans and Letters of Credit, and the execution and delivery of Notices of Borrowing, delivery or receipt of communications (including any Notice of Revolving Borrowing, any telephonic or electronic mail notice or request for a Borrowing, any request for the issuance of any Letter of Credit), preparation and delivery of Borrowing Base Certificates and all attachments thereto, financial reports and Compliance Certificates, receipt and payment of Obligations, requests for waivers, amendmentsDocument, or against any other accommodations, actions under this Agreement and the other Loan Documents (including in respect of compliance with covenants), and all other dealings with Administrative Agent. Borrower Agent hereby accepts such appointment. Administrative Agent may give any notice to, or communication with, any Loan Party hereunder or Person under any other Loan Document to guarantee of, or with Borrower Agent on behalf of such Loan Party. Each security for, any of the Parent and each Other Borrower agrees that any notice, election, communication, representation, agreement, or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it regardless of whether such Loan party was notified of the same before or after the occurrence of the same. Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, the terms of this Section 2.30(e)Obligations.

Multiple Borrower Provisions. (a) All Borrowers have requested that Lenders make available the Loans made to or Borrowers to finance their mutual and collective enterprises. In order to utilize the financial powers of Borrowers in the most efficient and economical manner, and in order to facilitate the financing of Borrowers’ needs, Lenders have agreed, at the request of the Borrowers, to make the Loans to Borrowers on behalf a joint and several and combined basis and in accordance with the provisions of any this Agreement. Borrowers’ businesses are a mutual and collective enterprise, and Borrowers believe that the consolidation of all advances of the Loans under this Agreement will enhance the aggregate borrowing powers of Borrowers and ease the administration of the loan relationship with the Lenders, all to the mutual advantage of Borrowers. Lenders’ willingness to extend credit to Borrowers and to administer Borrowers’ collateral security therefor, on a combined basis as more fully set forth in this Agreement, is done solely as an accommodation to Borrowers and at Borrowers’ request in furtherance of Borrowers’ mutual and collective enterprise. Each Borrower shall be liable for, on a joint and several basis, all of the Loans and other Obligations Lender Debt, regardless of Borrowerswhich Borrower actually may have received the proceeds of the Loans hereunder or the amount of such Loans received or the manner in which Lenders account for such Loans on their books and records, including all interest, fees, it being acknowledged and expenses with respect thereto, shall constitute one joint and several direct and general obligation agreed that advances of any portion of the Loans to any Borrower inure to the mutual benefit of all Borrowers and Guarantors. Notwithstanding anything to the contrary contained herein, each Borrower shall be jointly and severally, with each other Borrower, directly and unconditionally liable to Administrative Agent and that the Lenders for all Obligations, it being understood that the Loans to each Borrower inure to the benefit of all Borrowers, and that Administrative Agent is are relying on the joint and several liability of the Borrowers as co-makers and guarantors in extending the Loans and issuing Letters of Credit hereunder. Parent and each other Borrower hereby unconditionally and irrevocably agree that upon default in the payment when due (whether at stated maturity, by acceleration or otherwise) of any principal of, or interest on, any Obligation payable to Administrative Agent, it will forthwith pay the same, without notice or demand, unless such payment is then prohibited by application of law (provided such Obligation shall not be extinguished by any such prohibition)Loans. (b) No Each Borrower’s joint and several liability hereunder with respect to the Loans and other Lender Debt shall, to the fullest extent permitted by applicable law, be unconditional irrespective of (i) the absence of any attempt to collect any of the Lender Debt from any other obligor or any Collateral or other security therefor, or the absence of any other action to enforce the same, (ii) the waiver, consent, extension, departure, forbearance or granting of any indulgence by Agent or Lenders with respect to any of the Lender Debt or any instrument or agreement evidencing or securing the payment or payments made by of any Borrower of the Lender Debt, or any other Person agreement now or received or collected hereafter executed by Administrative Agent from any Borrower or any other Person Borrowers and delivered to Agent or Lenders, (iii) the failure by virtue Agent or Lenders to take any steps to perfect or maintain the perfected status of its security interest in or Lien upon, or to preserve its rights to, any of the Collateral or other security for the payment or performance of any action of the Lender Debt, or proceeding Agent’s or Lenders’ release or exchange of any setoff Collateral or appropriation of its Liens upon any Collateral, (iv) the release or application at any time or from time to time compromise, in reduction of whole or in payment part, of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Borrower under this Agreement (except to Borrower, any guarantor or any other obligor for the extent payment of such payment), and each Borrower shall remain liable for all any of the remaining Obligations until all Lender Debt, (v) any amendment or modification of any of the Obligations are paid Documents or waiver of any Default or Event of Default thereunder, (vi) any increase in fullthe amount of the Lender Debt beyond any limits imposed herein or in the amount of any interest, fees or other charges payable in connection therewith, or any decrease in the same, or (vii) any other circumstance that might constitute a legal or equitable discharge or defense of any Borrower, any guarantor, any surety or any other obligor. (c) Each Borrower agrees that the Obligations will be paid strictly in accordance with the terms At any time an Event of the Loan DocumentsDefault exists, regardless of Agent and Lenders may proceed against any lawBorrower, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of Administrative Agent with respect thereto, unless such payment is then prohibited by applicable law (provided such Obligation shall not be extinguished by any such prohibition). All Obligations shall be conclusively presumed to have been created in reliance hereon. The Obligations and other liabilities under this Agreement and the other Loan Documents shall be absolute and unconditional irrespective of: (i) any lack of validity or enforceability of any Loan Document guarantor or any other agreement or instrument relating thereto; (ii) any change in the time, manner or place of payments of, or in any other term of, obligor to collect and recover all or any part of the ObligationsLender Debt, or without first proceeding against any other amendment Borrower, guarantor or waiver thereof other obligor or against any consent to departure therefrom, including any increase in Collateral or other security for the Obligations resulting from the extension of additional credit to any Borrower payment or otherwise; (iii) any taking, exchange, release of or non-perfection in any Collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Obligations; (iv) any change, restructuring or termination of the corporate structure or existence of any Borrower; or (v) any other circumstance which may otherwise constitute a defense available to, or a discharge of, any Borrower. This Agreement shall continue to be effective or be reinstated, as the case may be, if at any time any payment performance of any of the Obligations is rescinded Lender Debt, and each Borrower waives any provision that might otherwise require Agent or must otherwise any Lender under applicable law to pursue or exhaust its remedies against any Collateral or any Borrower, any guarantor or any other obligor before pursuing such Borrower, such guarantor or such other obligor. Each Borrower consents and agrees that Agent and the Lenders shall be returned by Administrative Agent upon the insolvency, bankruptcy or reorganization under no obligation to marshal any assets in favor of any Borrower Borrower, any guarantor or otherwise, all as though such any other obligor or against or in payment had not been made. (d) Each Borrower agrees that the joint and several liability of the Borrowers provided for in this Agreement shall not be impaired or affected by any modification, supplement, extension or amendment of any contract or agreement to which one or more other Borrowers may hereafter agree (other than an agreement signed by Administrative Agent specifically releasing such liability), nor by any delay, extension of time, renewal, compromise or other indulgence granted by Administrative Agent with respect to any of the Obligations, nor by any other agreements or arrangements whatever with one or more other Borrowers or with any other Person, each Borrower hereby waiving all notice of such delay, extension, release, substitution, renewal, compromise or other indulgence, and hereby consenting to be bound thereby as fully and effectually as if it had expressly agreed thereto in advance. The liability of each Borrower is direct and unconditional as to all of the Obligations and may be enforced without requiring Administrative Agent first to resort to any other right, remedy or security. Each Borrower hereby expressly waives promptness, diligence, notice of acceptance and any other notice (except to the extent expressly provided for herein or in another Loan Document) with respect to any of the Obligations, this Agreement or any other Loan Document and any requirement that Administrative Agent protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Borrower or any other Person or any CollateralLender Debt. (e) Each of the Parent and each Borrower hereby designates the Parent (“Borrower Agent”) as its attorney, representative and agent and in its name and on its behalf and as its act and deed or otherwise to execute and deliver all documents, receive notices, and carry out all actions for all purposes under this Agreement and the other Loan Documents, including requests for Loans and Letters of Credit, and the execution and delivery of Notices of Borrowing, delivery or receipt of communications (including any Notice of Revolving Borrowing, any telephonic or electronic mail notice or request for a Borrowing, any request for the issuance of any Letter of Credit), preparation and delivery of Borrowing Base Certificates and all attachments thereto, financial reports and Compliance Certificates, receipt and payment of Obligations, requests for waivers, amendments, or other accommodations, actions under this Agreement and the other Loan Documents (including in respect of compliance with covenants), and all other dealings with Administrative Agent. Borrower Agent hereby accepts such appointment. Administrative Agent may give any notice to, or communication with, any Loan Party hereunder or under any other Loan Document to or with Borrower Agent on behalf of such Loan Party. Each of the Parent and each Borrower agrees that any notice, election, communication, representation, agreement, or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it regardless of whether such Loan party was notified of the same before or after the occurrence of the same. Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying upon, the terms of this Section 2.30(e).