(C) ANY CHARGES, FEES OR OTHER
COSTS ASSOCIATED THEREWITH; (II) IF THIS AGREEMENT IS TERMINATED, BORROWERS
SHALL CEASE OBTAINING ALL TM SERVICES AND IF BORROWERS SHALL FAIL TO DO SO,
AGENT MAY DO SO ITSELF ON BEHALF OF BORROWERS UNDER THE POWER OF ATTORNEY
GRANTED IN THE SECURITY AGREEMENT; AND (III) THE INDEMNITY OF BORROWERS GRANTED
IN SECTION 9.4 SHALL EXTEND TO AND INCLUDE, WITHOUT LIMITATION, ANY COST,
DAMAGE, LOSS OR EXPENSE OCCASIONED BY AGENT'S OR ANY LENDER'S ARRANGEMENT OF, OR
THE GIVING OF ASSURANCES IN REGARD TO, ANY TM SERVICES.
AS USED HEREIN, "TM
SERVICES" SHALL MEAN ALL TREASURY MANAGEMENT SERVICES, INCLUDING, WITHOUT
LIMITATION, FOREIGN EXCHANGE, AUTOMATED CLEARING HOUSE (ACH) SERVICES,
CONTROLLED DISBURSEMENTS AND WIRE TRANSFER AND DEPOSIT ACTIVELY PERFORMED BY ANY
FINANCIAL INSTITUTIONS ON BEHALF OF BORROWERS.
76
ARTICLE 10
BORROWING AGENCY
SECTION 10.1
BORROWING AGENCY PROVISIONS.
IF AND SO LONG AS THERE ARE
MULTIPLE BORROWERS, THEN:
(A)
EACH BORROWER ACKNOWLEDGES THAT IT TOGETHER WITH EACH OTHER BORROWER
MAKE UP A RELATED ORGANIZATION OF VARIOUS ENTITIES CONSTITUTING A SINGLE
ECONOMIC AND BUSINESS ENTERPRISE AND SHARING A SUBSTANTIAL IDENTITY OF INTERESTS
SUCH THAT, WITHOUT LIMITATION, BORROWERS RENDER SERVICES TO OR FOR THE BENEFIT
OF EACH OTHER, PURCHASE OR SELL AND SUPPLY GOODS TO OR FOR OR FORTH BENEFIT OF
EACH OTHER, MAKE LOANS, ADVANCES AND PROVIDE OTHER FINANCIAL ACCOMMODATIONS TO
OR FOR THE BENEFIT OF EACH OTHER (INCLUDING THE PAYMENT OF CREDITORS AND
GUARANTEES OF INDEBTEDNESS), PROVIDE ADMINISTRATIVE AND MANAGEMENT SERVICES TO
OR FOR THE BENEFIT OF EACH OTHER; HAVE CENTRALIZED ACCOUNTING, COMMON OFFICERS
AND DIRECTORS; AND A COMMON BUSINESS ENTERPRISE.
ACCORDINGLY, AND WITHOUT
LIMITATION, ANY CREDIT OR OTHER FINANCIAL ACCOMMODATION EXTENDED TO ANY ONE
BORROWER PURSUANT HERETO WILL RESULT IN DIRECT AND SUBSTANTIAL ECONOMIC BENEFIT
TO EACH OTHER BORROWER, AND EACH BORROWER WILL LIKEWISE BENEFIT FROM THE
ECONOMIC BENEFIT TO EACH OTHER BORROWER, AND THE BORROWERS, AS A GROUP, ARE
APPLYING FOR CREDIT OR OTHER FINANCIAL ACCOMMODATIONS PURSUANT HERETO ON A
COLLECTIVE BASIS.
(B)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES BORROWERS'
REPRESENTATIVE TO BE ITS ATTORNEY AND AGENT AND IN SUCH CAPACITY TO BORROW, SIGN
AND ENDORSE NOTES, AND EXECUTE AND DELIVER ALL INSTRUMENTS, DOCUMENTS, WRITINGS
AND FURTHER ASSURANCES NOW OR HEREAFTER REQUIRED HEREUNDER, ON BEHALF OF SUCH
BORROWER OR BORROWERS, AND HEREBY AUTHORIZES AGENT TO PAY OVER OR CREDIT ALL
LOAN PROCEEDS HEREUNDER IN ACCORDANCE WITH THE REQUEST OF BORROWERS'
REPRESENTATIVE.
(C)
THE HANDLING OF THIS CREDIT FACILITY AS A CO-BORROWING FACILITY WITH
A BORROWING AGENT IN THE MANNER SET FORTH IN THIS AGREEMENT IS SOLELY AN
ACCOMMODATION TO BORROWERS AND AT THEIR SPECIFIC REQUEST.
NONE OF AGENT, ANY
LENDER OR ANY OTHER LENDER PARTY SHALL INCUR ANY LIABILITY TO BORROWERS AS A
RESULT THEREOF.
TO INDUCE AGENT, THE LENDERS AND EACH OTHER LENDER PARTY TO DO
SO AND IN CONSIDERATION THEREOF, EACH BORROWER HEREBY INDEMNIFIES AGENT, BANK
AND EACH LENDER AND EACH OTHER LENDER PARTY AND HOLDS AGENT, BANK, EACH ISSUER
OF ANY LETTER OF CREDIT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL