ACCEPTS SUCH APPOINTMENT.
EACH BORROWER HEREBY IRREVOCABLY
AUTHORIZES AND DIRECTS BORROWER FUNDS ADMINISTRATOR TO TAKE SUCH ACTION ON ITS
BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND
ANY OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS REFERRED TO HEREIN OR THEREIN,
AND TO EXERCISE SUCH POWERS AND TO PERFORM SUCH DUTIES HEREUNDER AND THEREUNDER
AS ARE SPECIFICALLY DELEGATED TO OR REQUIRED OF BORROWER FUNDS ADMINISTRATOR BY
THE RESPECTIVE TERMS AND PROVISIONS HEREOF AND
59
THEREOF, AND SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO, INCLUDING,
WITHOUT LIMITATION, TO TAKE THE FOLLOWING ACTIONS FOR AND ON SUCH BORROWER'S
BEHALF:
(I)
TO SUBMIT ON BEHALF OF EACH BORROWER OTHER
NOTICES TO AGENT IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT;
(II)
TO RECEIVE ON BEHALF OF EACH BORROWER THE PROCEEDS
OF THE LOAN IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, SUCH PROCEEDS
TO BE DISBURSED TO OR FOR THE ACCOUNT OF THE APPLICABLE BORROWER AS SOON AS
PRACTICABLE AFTER ITS RECEIPT THEREOF; AND
(III)
TO SUBMIT ON BEHALF OF EACH BORROWER, COMPLIANCE
CERTIFICATES AND ALL OTHER CERTIFICATES, NOTICES AND OTHER COMMUNICATIONS GIVEN
OR REQUIRED TO BE GIVEN HEREUNDER.
Borrower Funds Administrator hereby further is authorized and directed by each
Borrower to take all such actions on behalf of such Borrower necessary to
exercise the specific power granted in clauses (i) through (iii) above and to
perform such other duties hereunder and under the other Loan Documents, and
deliver such agreements, documents, certificates and instruments as delegated to
or required of Borrower Funds Administrator by the terms hereof or thereof.
(C)
THE ADMINISTRATION BY AGENT AND LENDERS OF
THE CREDIT FACILITY UNDER THIS AGREEMENT AS A CO-BORROWING FACILITY WITH A FUNDS
ADMINISTRATOR IN THE MANNER SET FORTH HEREIN IS SOLELY AS AN ACCOMMODATION TO
BORROWERS AND AT THEIR REQUEST AND NEITHER AGENT NOR ANY LENDER SHALL INCUR ANY
LIABILITY TO ANY CREDIT PARTY AS A RESULT THEREOF.
12.13
JOINT AND SEVERAL LIABILITY
(A)
EACH BORROWER ACKNOWLEDGES THAT IT IS
JOINTLY AND SEVERALLY LIABLE FOR ALL OF THE OBLIGATIONS UNDER THE LOAN
DOCUMENTS.
EACH BORROWER EXPRESSLY UNDERSTANDS, AGREES AND ACKNOWLEDGES THAT
(I) BORROWERS ARE ALL AFFILIATED ENTITIES BY COMMON OWNERSHIP, (II) EACH
BORROWER DESIRES TO HAVE THE AVAILABILITY OF ONE COMMON CREDIT FACILITY INSTEAD
OF SEPARATE CREDIT FACILITIES, (III) EACH BORROWER HAS REQUESTED THAT LENDERS
EXTEND SUCH A COMMON CREDIT FACILITY ON THE TERMS HEREIN PROVIDED, (IV) LENDERS
WILL BE LENDING AGAINST, AND RELYING ON A LIEN UPON, ALL OF BORROWERS' ASSETS
EVEN THOUGH THE PROCEEDS OF ANY PARTICULAR LOAN MADE HEREUNDER MAY NOT BE
ADVANCED DIRECTLY TO A PARTICULAR BORROWER, (V) EACH BORROWER WILL NONETHELESS
BENEFIT BY THE MAKING OF THE LOAN BY EACH LENDER AND THE AVAILABILITY OF A
SINGLE CREDIT FACILITY OF A SIZE GREATER THAN EACH COULD INDEPENDENTLY WARRANT,
(VI) ALL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS, OBLIGATIONS, CONDITIONS,
AGREEMENTS AND OTHER TERMS CONTAINED IN THE LOAN DOCUMENTS SHALL BE APPLICABLE
TO AND SHALL BE BINDING UPON EACH BORROWER AND (VII) BORROWERS HAVE EACH
EXECUTED OR WILL