OCCURRED, TOGETHER WITH ACCRUED INTEREST
THEREON AND ANY OTHER AMOUNTS THEN DUE AND PAYABLE BY THAT BORROWER HEREUNDER,
UNLESS, IN THE CASE OF A SUBSIDIARY BORROWER TERMINATION EVENT DESCRIBED IN
PARAGRAPH (IV) OF SECTION 2.22(C), THE OTHER PERSON PARTY TO THE TRANSACTION IS
A BORROWER AND SUCH OTHER BORROWER HAS ASSUMED IN WRITING ALL OF THE OUTSTANDING
ADVANCES AND OTHER OBLIGATIONS UNDER THIS AGREEMENT AND UNDER THE NOTES, IF ANY,
OF THE TERMINATED SUBSIDIARY BORROWER.
(E)
TBC AS SUBSIDIARY BORROWERS' AGENT.
EACH
OF THE SUBSIDIARY BORROWERS HEREBY APPOINTS AND AUTHORIZES TBC TO TAKE SUCH
ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS UNDER THIS AGREEMENT
AS ARE DELEGATED TO TBC BY THE TERMS HEREOF, TOGETHER WITH SUCH POWERS AS ARE
REASONABLY INCIDENTAL THERETO.
(F)
SUBSIDIARIES' SEVERAL LIABILITIES.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, EACH OF THE
SUBSIDIARY BORROWERS SHALL BE SEVERALLY LIABLE FOR THE LIABILITIES AND
OBLIGATIONS OF SUCH SUBSIDIARY BORROWER UNDER THIS AGREEMENT AND ITS BORROWINGS,
AND NOTES, IF ANY.
NO SUBSIDIARY BORROWER SHALL BE LIABLE FOR THE OBLIGATIONS
OF ANY OTHER BORROWER UNDER THIS
30
AGREEMENT OR ANY BORROWINGS OF ANY OTHER BORROWER OR ANY OTHER BORROWER'S NOTES,
IF ANY.
EACH SUBSIDIARY BORROWER SHALL BE SEVERALLY LIABLE FOR ALL PAYMENTS OF
THE PRINCIPAL OF AND INTEREST ON ADVANCES TO SUCH SUBSIDIARY BORROWER, AND ANY
OTHER AMOUNTS DUE HEREUNDER THAT ARE SPECIFICALLY ALLOCABLE TO SUCH SUBSIDIARY
BORROWER OR THE ADVANCES TO SUCH SUBSIDIARY BORROWER.
WITH RESPECT TO ANY
AMOUNTS DUE HEREUNDER, INCLUDING FEES, THAT ARE NOT SPECIFICALLY ALLOCABLE TO A
PARTICULAR BORROWER, EACH BORROWER SHALL BE LIABLE FOR SUCH AMOUNT PRO RATA IN
THE SAME PROPORTION AS SUCH BORROWER'S OUTSTANDING ADVANCES BEAR TO THE TOTAL OF
THEN-OUTSTANDING ADVANCES TO ALL BORROWERS.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1
REPRESENTATIONS AND WARRANTIES BY THE
BORROWERS.
EACH OF THE BORROWERS REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
CORPORATE STANDING.
TBC IS A DULY
ORGANIZED CORPORATION EXISTING IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
DELAWARE.
EACH SUBSIDIARY BORROWER IS DULY ORGANIZED, VALIDLY EXISTING AND IN
GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, AND EACH
OF TBC AND EACH SUBSIDIARY BORROWER IS QUALIFIED TO DO BUSINESS IN EVERY
JURISDICTION WHERE SUCH QUALIFICATION IS REQUIRED, EXCEPT WHERE THE FAILURE TO
SO QUALIFY WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE FINANCIAL CONDITION
OF TBC AND THE SUBSIDIARY BORROWERS AS A WHOLE.
(B)
CORPORATE POWERS; GOVERNMENTAL APPROVALS.
THE EXECUTION AND DELIVERY AND THE PERFORMANCE OF THE TERMS OF THIS AGREEMENT
ARE, AND THE EXECUTION AND DELIVERY AND THE PERFORMANCE OF THE TERMS OF ANY
NOTES AND OF EACH GUARANTY WILL BE, WITHIN THE CORPORATE POWERS OF EACH BORROWER
PARTY THERETO, HAVE BEEN OR WILL HAVE BEEN (AS APPROPRIATE) DULY AUTHORIZED BY
ALL NECESSARY CORPORATE ACTION, HAVE, OR WILL HAVE, RECEIVED (AS APPROPRIATE)
ALL NECESSARY GOVERNMENTAL APPROVAL, IF ANY (WHICH APPROVAL, IF ANY, REMAINS IN
FULL FORCE AND EFFECT), AND DO NOT CONTRAVENE ANY LAW, ANY PROVISION OF THE
CERTIFICATE OF INCORPORATION OR BY-LAWS