BORROWER ACKNOWLEDGMENTS AND
AGREEMENTS.
(A)
EACH BORROWER ACKNOWLEDGES THAT IT WILL
ENJOY SIGNIFICANT BENEFITS FROM THE BUSINESS CONDUCTED BY THE OTHER BORROWERS
BECAUSE OF, INTER ALIA, THEIR COMBINED ABILITY TO BARGAIN WITH OTHER PERSONS
INCLUDING, WITHOUT LIMITATION, THEIR ABILITY TO RECEIVE THE CREDIT FACILITY ON
FAVORABLE TERMS GRANTED BY THE CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS WHICH
WOULD NOT HAVE BEEN AVAILABLE TO AN INDIVIDUAL BORROWER ACTING ALONE.
EACH
BORROWER HAS DETERMINED THAT IT IS IN ITS BEST INTEREST TO PROCURE THE CREDIT
FACILITY WHICH EACH BORROWER MAY UTILIZE DIRECTLY AND WHICH RECEIVE THE CREDIT
SUPPORT OF THE OTHER BORROWERS AS CONTEMPLATED BY THE CREDIT AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
(B)
LENDER HAS ADVISED BORROWERS THAT IT IS
UNWILLING TO ENTER INTO THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND MAKE AVAILABLE THE CREDIT FACILITY EXTENDED HEREBY TO ANY BORROWER
UNLESS EACH BORROWER AGREES, AMONG OTHER THINGS, TO BE JOINTLY AND SEVERALLY
LIABLE FOR THE DUE AND PROPER PAYMENT OF THE OBLIGATIONS OF EACH BORROWER UNDER
THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS. EACH BORROWER
HAS DETERMINED THAT IT IS IN ITS BEST INTEREST AND IN PURSUIT OF ITS PURPOSES
THAT IT SO INDUCE LENDER TO EXTEND CREDIT PURSUANT TO THE CREDIT AGREEMENT AND
THE OTHER DOCUMENTS EXECUTED IN CONNECTION THEREWITH (I) BECAUSE OF THE
DESIRABILITY TO EACH BORROWER OF THE CREDIT FACILITY, THE INTEREST RATES AND THE
MODES OF BORROWING AVAILABLE HEREUNDER, (II) BECAUSE EACH BORROWER MAY ENGAGE IN
TRANSACTIONS JOINTLY WITH OTHER BORROWERS AND (III) BECAUSE EACH BORROWER MAY
REQUIRE, FROM TIME TO TIME, ACCESS TO FUNDS UNDER THE CREDIT AGREEMENT FOR THE
PURPOSES HEREIN SET FORTH.
(C)
EACH BORROWER HAS DETERMINED THAT IT HAS
AND, AFTER GIVING EFFECT TO THE TRANSACTIONS CONTEMPLATED BY THE CREDIT
AGREEMENT, THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, THE INTER-BORROWER ARRANGEMENT SET FORTH IN THIS SECTION 12) WILL
HAVE, ASSETS HAVING A FAIR SALEABLE VALUE IN EXCESS OF THE AMOUNT REQUIRED TO
PAY ITS PROBABLE LIABILITY ON ITS EXISTING DEBTS AS THEY FALL DUE FOR PAYMENT
AND THAT THE SUM OF ITS DEBTS IS NOT AND WILL NOT THEN BE GREATER THAN ALL OF
ITS PROPERTY AT A FAIR VALUATION, THAT SUCH BORROWER HAS, AND WILL HAVE, ACCESS
TO ADEQUATE CAPITAL FOR THE CONDUCT OF ITS BUSINESS AND THE ABILITY TO PAY ITS
DEBTS FROM TIME TO TIME INCURRED IN CONNECTION THEREWITH AS SUCH DEBTS MATURE
AND THAT THE VALUE OF THE BENEFITS TO BE DERIVED BY SUCH BORROWER FROM THE
ACCESS TO FUNDS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE
INTER-BORROWER ARRANGEMENT SET FORTH IN THIS SECTION 12) IS REASONABLY
EQUIVALENT TO THE OBLIGATIONS UNDERTAKEN PURSUANT HERETO.
(D)
BORROWER REPRESENTATIVE (ON BEHALF OF EACH
BORROWER) SHALL MAINTAIN RECORDS SPECIFYING (I) ALL OBLIGATIONS INCURRED BY EACH
BORROWER, (II) THE DATE OF SUCH INCURRENCE, (III) THE DATE AND AMOUNT OF ANY
PAYMENTS MADE IN RESPECT OF SUCH OBLIGATIONS AND (IV) ALL INTER-BORROWER
OBLIGATIONS PURSUANT TO THIS SECTION 12. BORROWER REPRESENTATIVE SHALL MAKE
COPIES