AS A LENDER SHALL HAVE ALL RIGHTS
AND PRIVILEGES OF A LENDER HEREUNDER THEREAFTER AS IF SUCH PERSON HAD BEEN A
SIGNATORY TO THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT TO WHICH A LENDER IS A
SIGNATORY AND ANY PERSON REMOVED AS A LENDER SHALL BE RELIEVED OF ANY
OBLIGATIONS OR RESPONSIBILITIES OF A LENDER HEREUNDER THEREAFTER.
57
2.23
DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT.
(A)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE LEAD BORROWER
AS THAT BORROWER'S AGENT TO OBTAIN LOANS AND ADVANCES UNDER THE REVOLVING
CREDIT, THE PROCEEDS OF WHICH SHALL BE AVAILABLE TO EACH BORROWER FOR THOSE USES
AS THOSE SET FORTH IN THIS AGREEMENT.
AS THE DISCLOSED PRINCIPAL FOR ITS AGENT,
EACH BORROWER SHALL BE OBLIGATED TO THE AGENT AND LENDERS ON ACCOUNT OF LOANS
AND ADVANCES SO MADE AS IF MADE DIRECTLY BY THE AGENT OR LENDERS TO THAT
BORROWER, NOTWITHSTANDING THE MANNER BY WHICH SUCH LOANS AND ADVANCES ARE
RECORDED ON THE BOOKS AND RECORDS OF THE LEAD BORROWER AND OF ANY BORROWER.
(B)
EACH BORROWER RECOGNIZES THAT CREDIT AVAILABLE TO IT UNDER THE REVOLVING
CREDIT IS IN EXCESS OF AND ON BETTER TERMS THAN IT OTHERWISE COULD OBTAIN ON AND
FOR ITS OWN ACCOUNT AND THAT ONE OF THE REASONS THEREFOR IS ITS JOINING IN THE
CREDIT FACILITY CONTEMPLATED HEREIN WITH ALL OTHER BORROWERS.
CONSEQUENTLY,
EACH BORROWER HEREBY ASSUMES AND AGREES TO DISCHARGE ALL LIABILITIES OF EACH OF
THE OTHER BORROWERS AS IF THE BORROWER WHICH IS SO ASSUMING AND AGREEING WERE
EACH OF THE OTHER BORROWERS.
(C)
THE LEAD BORROWER SHALL ACT AS A CONDUIT FOR EACH BORROWER (INCLUDING
ITSELF, AS A "BORROWER") ON WHOSE BEHALF THE LEAD BORROWER HAS REQUESTED A
REVOLVING CREDIT LOAN.
(D)
THE PROCEEDS OF EACH LOAN AND ADVANCE PROVIDED UNDER THE REVOLVING CREDIT
WHICH IS REQUESTED BY THE LEAD BORROWER SHALL BE DEPOSITED INTO THE OPERATING
ACCOUNT OR AS OTHERWISE INDICATED BY THE LEAD BORROWER.
THE LEAD BORROWER SHALL
CAUSE THE TRANSFER OF THE PROCEEDS THEREOF TO THE BORROWER(S) ON WHOSE BEHALF
SUCH LOAN AND ADVANCE WAS OBTAINED.
THE AGENT AND LENDERS SHALL NOT HAVE ANY
OBLIGATION TO ASSURE THE PROPER APPLICATION OF SUCH PROCEEDS.
ARTICLE III. - CONDITIONS PRECEDENT:
As a condition to the effectiveness of this Agreement, the establishment of the
Revolving Credit, the procurement of the initial L/C issued hereunder, and the
making of the first loan under the Revolving Credit, each of the documents
respectively described in Sections 3.1 through and including 3.4 (each in form
and substance satisfactory to the Agent) shall have been delivered to the Agent,
and the conditions respectively described in Sections 3.5 through and including
3.9, shall have been satisfied as of the Closing Date:
3.1
CORPORATE DUE DILIGENCE.
(A)
A CERTIFICATE OF CORPORATE GOOD STANDING ISSUED WITH RESPECT TO EACH
OBLIGOR BY THE SECRETARY OF STATE OF THE STATE IN WHICH THAT OBLIGOR WAS
ORGANIZED.
(B)
CERTIFICATES OF QUALIFICATION TO DO BUSINESS AS A FOREIGN CORPORATION,
ISSUED BY THE SECRETARY(IES) OF STATE OF EACH