PAYMENTS OF MONEY OR TRANSFERS OF PROPERTY (COLLECTIVELY, A
"VOIDABLE TRANSFER"), AND IF THE LENDER GROUP IS REQUIRED TO REPAY OR RESTORE,
IN WHOLE OR IN PART, ANY SUCH VOIDABLE TRANSFER, OR ELECTS TO DO SO UPON THE
REASONABLE ADVICE OF ITS COUNSEL, THEN, AS TO ANY SUCH VOIDABLE TRANSFER, OR THE
AMOUNT THEREOF THAT THE LENDER GROUP IS REQUIRED OR ELECTS TO REPAY OR RESTORE,
AND AS TO ALL REASONABLE COSTS, EXPENSES, AND ATTORNEYS FEES OF THE LENDER GROUP
RELATED THERETO, THE LIABILITY OF BORROWERS OR SUCH GUARANTOR AUTOMATICALLY
SHALL BE REVIVED, REINSTATED, AND RESTORED AND SHALL EXIST AS THOUGH SUCH
VOIDABLE TRANSFER HAD NEVER BEEN MADE.
18.7
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE
OTHER LOAN DOCUMENTS, REFLECTS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY AND SHALL NOT BE CONTRADICTED OR
QUALIFIED BY ANY OTHER AGREEMENT, ORAL OR WRITTEN, BEFORE THE DATE HEREOF.
18.8
PARENT AS AGENT FOR BORROWERS.
EACH BORROWER HEREBY IRREVOCABLY
APPOINTS PARENT AS THE BORROWING AGENT AND ATTORNEY-IN-FACT FOR ALL BORROWERS
(THE "ADMINISTRATIVE BORROWER") WHICH APPOINTMENT SHALL REMAIN IN FULL FORCE AND
EFFECT UNLESS AND UNTIL AGENT SHALL HAVE RECEIVED PRIOR WRITTEN NOTICE SIGNED BY
EACH BORROWER THAT SUCH APPOINTMENT HAS BEEN REVOKED AND THAT ANOTHER BORROWER
HAS BEEN APPOINTED ADMINISTRATIVE BORROWER.
EACH BORROWER HEREBY IRREVOCABLY
APPOINTS AND AUTHORIZES THE ADMINISTRATIVE BORROWER (I) TO PROVIDE AGENT WITH
ALL NOTICES WITH RESPECT TO ADVANCES AND LETTERS OF CREDIT OBTAINED FOR THE
BENEFIT OF ANY BORROWER AND ALL OTHER NOTICES AND INSTRUCTIONS UNDER THIS
AGREEMENT AND (II) TO TAKE SUCH ACTION AS THE ADMINISTRATIVE BORROWER DEEMS
APPROPRIATE ON ITS BEHALF TO OBTAIN ADVANCES AND LETTERS OF CREDIT AND TO
EXERCISE SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO TO CARRY OUT THE
PURPOSES OF THIS AGREEMENT.
IT IS UNDERSTOOD THAT THE HANDLING OF THE LOAN
ACCOUNT AND COLLATERAL OF BORROWERS IN A COMBINED FASHION, AS MORE FULLY SET
FORTH HEREIN, IS DONE SOLELY AS AN ACCOMMODATION TO BORROWERS IN ORDER TO
UTILIZE THE COLLECTIVE BORROWING POWERS OF BORROWERS IN THE MOST EFFICIENT AND
ECONOMICAL MANNER AND AT THEIR REQUEST, AND THAT LENDER GROUP SHALL NOT INCUR
LIABILITY TO ANY BORROWER AS A RESULT HEREOF.
EACH BORROWER EXPECTS TO DERIVE
BENEFIT, DIRECTLY OR INDIRECTLY, FROM THE HANDLING OF THE LOAN ACCOUNT AND THE
COLLATERAL IN A COMBINED FASHION SINCE THE SUCCESSFUL OPERATION OF EACH BORROWER
IS DEPENDENT ON THE CONTINUED SUCCESSFUL
88
PERFORMANCE OF THE INTEGRATED GROUP.
TO INDUCE THE LENDER GROUP TO DO SO, AND
IN CONSIDERATION THEREOF, EACH BORROWER HEREBY JOINTLY AND SEVERALLY AGREES TO
INDEMNIFY EACH MEMBER OF THE LENDER GROUP AND HOLD EACH MEMBER OF THE LENDER
GROUP HARMLESS AGAINST ANY AND ALL LIABILITY, EXPENSE, LOSS OR CLAIM OF DAMAGE
OR INJURY, MADE AGAINST THE LENDER GROUP BY ANY BORROWER OR BY ANY THIRD PARTY
WHOSOEVER, ARISING FROM OR INCURRED BY REASON OF (A) THE HANDLING OF THE LOAN
ACCOUNT AND COLLATERAL OF BORROWERS AS HEREIN PROVIDED, (B) THE LENDER GROUP'S
RELYING ON ANY INSTRUCTIONS OF THE ADMINISTRATIVE