(E)
ANYTHING HEREIN OR IN ANY OTHER CREDIT
DOCUMENT TO THE CONTRARY NOTWITHSTANDING, THE MAXIMUM LIABILITY OF ANY BORROWER
HEREUNDER IN RESPECT OF THE LIABILITIES OF THE OTHER BORROWERS UNDER THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL IN NO EVENT EXCEED THE AMOUNT
WHICH CAN BE GUARANTEED BY THE BORROWER UNDER APPLICABLE FEDERAL AND STATE LAWS
RELATING TO THE INSOLVENCY OF DEBTORS.
(F)
THE OBLIGATIONS OF THE BORROWERS AND THE
GUARANTORS UNDER THE CREDIT DOCUMENTS ARE FULL RECOURSE OBLIGATIONS TO EACH
BORROWER AND GUARANTOR AND THE BORROWERS AND THE GUARANTORS HEREBY FOREVER
WAIVE, DEMISE, ACQUIT AND DISCHARGE ANY AND ALL DEFENSES, AND SHALL AT NO TIME
ASSERT OR ALLEGE ANY DEFENSE, TO THE CONTRARY.
SECTION 10.29
ADMINISTRATIVE AGENT'S APPOINTMENT AS
ATTORNEY-IN-FACT.
131
(A)
FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, EACH BORROWER HEREBY IRREVOCABLY CONSTITUTES
AND APPOINTS THE ADMINISTRATIVE AGENT AND ANY OFFICER OR AGENT THEREOF, WITH
FULL POWER OF SUBSTITUTION, AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT (COUPLED
WITH AN INTEREST) WITH FULL IRREVOCABLE POWER AND AUTHORITY IN THE PLACE AND
STEAD OF THE BORROWER AND IN THE NAME OF THE BORROWER OR IN ITS OWN NAME, FROM
TIME TO TIME IN THE ADMINISTRATIVE AGENT'S DISCRETION, FOR THE PURPOSE OF
CARRYING OUT THE TERMS OF THIS AGREEMENT, TO TAKE ANY AND ALL APPROPRIATE ACTION
AND TO EXECUTE ANY AND ALL DOCUMENTS AND INSTRUMENTS WHICH MAY BE REASONABLY
NECESSARY OR DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH BORROWER HEREBY GIVES THE
ADMINISTRATIVE AGENT THE POWER AND RIGHT, ON BEHALF OF THE BORROWER, WITHOUT
ASSENT BY, BUT WITH WRITTEN NOTICE TO, THE BORROWER, TO DO THE FOLLOWING:
(i)
in the name of the Borrower, or in its
own name, or otherwise, to take possession of and endorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of
moneys due under any mortgage insurance or with respect to any other Collateral
and to file any claim or to take any other action or proceeding in any court of
law or equity or otherwise deemed appropriate by the Administrative Agent for
the purpose of collecting any and all such moneys due under any such mortgage
insurance or with respect to any other Collateral whenever payable;
(ii)
to pay or discharge Taxes and Liens levied
or placed on or threatened against the Collateral;
(iii)
(A) to direct any party liable for any
payment under any Collateral to make payment of any and all moneys due or to
become due thereunder directly to the Administrative Agent or as the
Administrative Agent shall direct; (B) to ask or demand for, collect, receive
payment of and receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any Collateral; (C) to
sign and endorse any invoices, assignments, verifications, notices and other
documents in connection with any Collateral; (D) to commence and prosecute any