such order as the Agent may determine.
1.7
Borrowing Agency Provisions.
(A)
AT THE REQUEST OF, AND SOLELY AS AN ACCOMMODATION
TO, BORROWERS, THE LENDERS HAVE AGREED TO MAKE THE LOANS TO, AND TO ISSUE
LETTERS OF CREDIT FOR THE BORROWERS ON A JOINT AND SEVERAL BASIS AS
CO-BORROWERS.
IN ORDER TO FACILITATE THE CO-BORROWING ARRANGEMENT, EACH
BORROWER HEREBY IRREVOCABLY DESIGNATES HOLDINGS TO BE ITS AGENT AND
ATTORNEY-IN-FACT FOR PURPOSES OF THE LOAN DOCUMENTS, AND EACH OF THEM HEREBY
IRREVOCABLY AUTHORIZES SUCH AGENT IN SUCH CAPACITY TO TAKE SUCH ACTIONS ON
BEHALF OF THE APPLICABLE BORROWER AND TO EXERCISE SUCH POWERS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS ON SUCH BORROWER'S BEHALF AS MAY
OTHERWISE BE EXERCISED BY SUCH BORROWER, TOGETHER WITH SUCH POWERS AS ARE
16
INCIDENTAL THERETO, INCLUDING WITHOUT LIMITATION TO BORROW LOANS, TO EXECUTE AND
DELIVER NOTICES OF BORROWING, NOTICES OF CONVERSION/CONTINUATION, REQUESTS FOR
LETTERS OF CREDIT, BORROWING BASE CERTIFICATES AND SUCH OTHER DOCUMENTS,
INSTRUMENTS AND CERTIFICATES REQUIRED BY THE LOAN DOCUMENTS IN CONNECTION WITH
ANY BORROWING OR REPAYMENT OF THE LOANS, TO BORROW, REPAY, REBORROW, CONVERT AND
CONTINUE LOANS AND TO RECEIVE PROCEEDS OF LOANS AND TO GIVE ALL OTHER NOTICES
AND CONSENTS HEREUNDER.
EACH BORROWER FURTHER IRREVOCABLY AUTHORIZES THE AGENT
TO ACT ON ALL SUCH DOCUMENTS, INSTRUMENTS AND CERTIFICATES DELIVERED BY SUCH
AGENTS AND ATTORNEYS-IN-FACT, AND TO PAY OVER AND CREDIT THE PROCEEDS OF ANY
LOANS SO REQUESTED TO THE DESIGNATED ACCOUNT OF HOLDINGS AND HEREBY ACCEPTS THE
APPOINTMENT TO ACT AS AGENT AND ATTORNEY IN FACT FOR THE BORROWERS.
THE AGENT
AND EACH LENDER SHALL BE ENTITLED TO RELY ABSOLUTELY ON THE APPOINTMENT AND
AUTHORIZATION OF HOLDINGS TO ACT ON BEHALF OF THE BORROWERS WITH RESPECT TO ALL
MATTERS RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHETHER OR NOT
ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS SPECIFICALLY
PROVIDES THAT ACTION MAY OR SHALL BE TAKEN BY HOLDINGS ON BEHALF OF THE
BORROWERS.
THE AGENT AND THE LENDERS MAY GIVE ALL NOTICES TO ANY BORROWER TO
HOLDINGS.
EACH BORROWER AGREES THAT EACH NOTICE, ELECTION, REPRESENTATION AND
WARRANTY, COVENANT, AGREEMENT AND UNDERTAKING MADE ON ITS BEHALF BY HOLDINGS
SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN MADE BY SUCH BORROWER AND SHALL BE
BINDING UPON AND ENFORCEABLE AGAINST SUCH BORROWER TO THE SAME EXTENT AS IF THE
SAME HAD BEEN MADE DIRECTLY BY SUCH BORROWER.
(B)
ALL BORROWERS ACKNOWLEDGE AND AGREE THAT THE
BORROWERS ARE ENGAGED IN AN INTEGRATED OPERATION THAT REQUIRES FINANCING ON THE
BASIS OF CREDIT AVAILABILITY TO EACH BORROWER, THAT THE CO-BORROWING ARRANGEMENT
HAS BEEN ESTABLISHED AT THE REQUEST OF THE BORROWERS, AND THAT EACH BORROWER
EXPECTS TO DERIVE, DIRECTLY OR INDIRECTLY, BENEFIT FROM SUCH CREDIT AVAILABILITY
TO THE OTHER BORROWERS.
NEITHER THE AGENT NOR THE LETTER OF CREDIT ISSUER NOR
ANY LENDER SHALL INCUR ANY LIABILITY TO BORROWERS OR ANY OTHER LOAN PARTY AS A
RESULT OF THE CO-BORROWING ARRANGEMENT ESTABLISHED BY THIS AGREEMENT AND SHALL
NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO THE