the Agent or the Lenders on any collateral securing the Obligations, to
foreclose any or all of such deeds of trust, security deeds or mortgages by
judicial or nonjudicial sale, subject to compliance with the notice provisions
hereof.
Insofar as the Liens created by the Loan Documents secure the
Obligations of other Persons, each of the Loan Parties expressly waives, to the
maximum extent permitted by applicable law, any defenses to the enforcement of
the Loan Documents or any Liens created or granted by the Loan Documents or to
the recovery by the Agent or the Lenders against the Borrowers, any other Loan
Party or any other Person liable therefor of any deficiency after a judicial or
nonjudicial foreclosure or sale, even though such a foreclosure or sale may
impair the subrogation rights of such Loan Party and may preclude any of them
from obtaining reimbursement or contribution from any other Person.
1.7
Borrowing Agency Provisions.
(A)
AT THE REQUEST OF, AND SOLELY AS AN ACCOMMODATION TO, THE
BORROWERS, THE LENDERS HAVE AGREED TO MAKE THE LOANS TO, AND TO ISSUE LETTERS OF
CREDIT FOR THE BORROWERS ON A JOINT AND SEVERAL BASIS AS CO-BORROWERS.
IN ORDER
TO FACILITATE THE CO-BORROWING ARRANGEMENT, EACH BORROWER HEREBY IRREVOCABLY
DESIGNATES HOLDINGS TO BE ITS AGENT AND ATTORNEY-IN-FACT FOR PURPOSES OF THE
LOAN DOCUMENTS, AND EACH OF THEM HEREBY IRREVOCABLY AUTHORIZES SUCH AGENT IN
SUCH CAPACITY TO TAKE SUCH ACTIONS ON BEHALF OF THE APPLICABLE BORROWER AND TO
EXERCISE SUCH POWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON SUCH
BORROWER'S BEHALF AS MAY OTHERWISE BE EXERCISED BY SUCH BORROWER, TOGETHER WITH
SUCH POWERS AS ARE INCIDENTAL THERETO, INCLUDING WITHOUT LIMITATION TO BORROW
LOANS, TO EXECUTE AND DELIVER NOTICES OF BORROWING, REQUESTS FOR LETTERS OF
CREDIT, BORROWING BASE CERTIFICATES AND SUCH OTHER DOCUMENTS, INSTRUMENTS AND
CERTIFICATES REQUIRED BY THE LOAN DOCUMENTS IN CONNECTION WITH ANY BORROWING OR
REPAYMENT OF THE LOANS, TO BORROW, REPAY AND REBORROW LOANS AND TO RECEIVE
PROCEEDS OF LOANS AND TO GIVE ALL OTHER NOTICES AND CONSENTS HEREUNDER.
EACH
BORROWER FURTHER IRREVOCABLY AUTHORIZES THE AGENT TO ACT ON ALL SUCH DOCUMENTS,
17
INSTRUMENTS AND CERTIFICATES DELIVERED BY HOLDINGS AS AGENT AND
ATTORNEY-IN-FACT, AND TO PAY OVER AND CREDIT THE PROCEEDS OF ANY LOANS SO
REQUESTED TO THE DESIGNATED ACCOUNT OF HOLDINGS AND HEREBY ACCEPTS THE
APPOINTMENT OF HOLDINGS TO ACT AS AGENT AND ATTORNEY-IN-FACT FOR THE BORROWERS.
THE AGENT AND EACH LENDER SHALL BE ENTITLED TO RELY ABSOLUTELY ON THE
APPOINTMENT AND AUTHORIZATION OF HOLDINGS TO ACT ON BEHALF OF THE BORROWERS WITH
RESPECT TO ALL MATTERS RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
WHETHER OR NOT ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENTS
SPECIFICALLY PROVIDES THAT ACTION MAY OR SHALL BE TAKEN BY HOLDINGS ON BEHALF OF
THE BORROWERS.
THE AGENT AND THE LENDERS MAY GIVE ALL NOTICES TO ANY BORROWER
TO HOLDINGS.
EACH BORROWER AGREES THAT EACH NOTICE, ELECTION, REPRESENTATION
AND WARRANTY, COVENANT, AGREEMENT AND UNDERTAKING MADE ON ITS BEHALF BY