EXTENT AS IF
SUCH HOLDER HAD ORIGINALLY BEEN A LENDER UNDER THE CREDIT AGREEMENT.
56. JOINT AND SEVERAL OBLIGATIONS. EACH OF THE OBLIGATIONS OF EACH AND EVERY
COMPANY UNDER THIS AGREEMENT IS JOINT AND SEVERAL. THE ADMINISTRATIVE AGENT AND
THE LENDERS, OR ANY OF THEM, MAY, IN THEIR SOLE DISCRETION, ELECT TO ENFORCE
THIS AGREEMENT AGAINST ANY COMPANY WITHOUT ANY DUTY OR RESPONSIBILITY TO PURSUE
ANY OTHER COMPANY AND SUCH AN ELECTION BY THE ADMINISTRATIVE AGENT AND THE
LENDERS, OR ANY OF THEM, SHALL NOT BE A DEFENSE TO ANY ACTION THE ADMINISTRATIVE
AGENT AND THE LENDERS, OR ANY OF THEM, MAY ELECT TO TAKE AGAINST ANY COMPANY.
EACH OF THE LENDERS AND ADMINISTRATIVE AGENT HEREBY RESERVES ALL RIGHT AGAINST
EACH COMPANY.
57. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH,
WHEN EXECUTED AND DELIVERED, SHALL BE DEEMED AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT. EACH COMPANY
ACKNOWLEDGES AND AGREES THAT A TELECOPY OR ELECTRONIC TRANSMISSION TO THE
ADMINISTRATIVE AGENT OR ANY LENDER OF THE SIGNATURE PAGE HEREOF PURPORTING TO BE
SIGNED ON BEHALF OF ANY COMPANY SHALL CONSTITUTE EFFECTIVE AND BINDING EXECUTION
AND DELIVERY HEREOF BY SUCH COMPANY.
58. ATTORNEYS-IN-FACT. EACH OF THE COMPANIES HEREBY AUTHORIZES AND EMPOWERS THE
ADMINISTRATIVE AGENT, AT THE ELECTION OF THE ADMINISTRATIVE AGENT AND IN THE
NAME OF EITHER THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE ADMINISTRATIVE
AGENT AND THE LENDERS AS THEIR RESPECTIVE INTERESTS MAY APPEAR, OR IN THE
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NAME OF EACH SUCH COMPANY AS IS OWED INTERCOMPANY INDEBTEDNESS, TO EXECUTE AND
FILE PROOFS AND DOCUMENTS AND TAKE ANY OTHER ACTION THE ADMINISTRATIVE AGENT MAY
DEEM ADVISABLE TO COMPLETELY PROTECT THE ADMINISTRATIVE AGENT'S AND THE LENDERS'
INTERESTS IN THE INTERCOMPANY INDEBTEDNESS AND THE RIGHT OF THE ADMINISTRATIVE
AGENT AND THE LENDERS OF ENFORCEMENT THEREOF, AND TO THAT END EACH OF THE
COMPANIES HEREBY IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE ADMINISTRATIVE
AGENT, ITS OFFICERS, EMPLOYEES AND AGENTS, OR ANY OF THEM, WITH FULL POWER OF
SUBSTITUTION, AS THE TRUE AND LAWFUL ATTORNEY-IN-FACT AND AGENT OF SUCH COMPANY,
AND WITH FULL POWER FOR SUCH COMPANY, AND IN THE NAME, PLACE AND STEAD OF SUCH
COMPANY FOR THE PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT, AND
TAKING ANY ACTION AND EXECUTING, DELIVERING, FILING AND RECORDING ANY
INSTRUMENTS WHICH THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES HEREOF, WHICH POWER OF ATTORNEY, BEING GIVEN FOR
SECURITY, IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE. EACH COMPANY HEREBY
RATIFIES AND CONFIRMS, AND AGREES TO RATIFY AND CONFIRM, ALL ACTION TAKEN BY THE
ADMINISTRATIVE AGENT, ITS OFFICERS, EMPLOYEES OR AGENTS PURSUANT TO THE
FOREGOING POWER OF ATTORNEY.
59. APPLICATION OF PAYMENTS. IN THE EVENT ANY PAYMENTS ARE RECEIVED BY THE
ADMINISTRATIVE AGENT UNDER THE TERMS OF THIS AGREEMENT FOR APPLICATION TO THE
SENIOR DEBT AT ANY TIME WHEN THE SENIOR DEBT HAS NOT BEEN DECLARED DUE AND
PAYABLE