"ALLOCABLE AMOUNT" OF ANY BORROWER SHALL BE EQUAL TO THE MAXIMUM AMOUNT OF
THE CLAIM THAT COULD THEN BE RECOVERED FROM SUCH BORROWER UNDER THIS SECTION
13.19(C) WITHOUT RENDERING SUCH CLAIM VOIDABLE OR AVOIDABLE UNDER SECTION 548 OF
CHAPTER 11 OF THE FEDERAL BANKRUPTCY CODE OR UNDER ANY APPLICABLE STATE UNIFORM
FRAUDULENT TRANSFER ACT, UNIFORM FRAUDULENT CONVEYANCE ACT OR SIMILAR STATUTE OR
COMMON LAW.
THIS SECTION 13.19(C) IS INTENDED ONLY TO DEFINE THE RELATIVE
RIGHTS OF THE BORROWERS AND NOTHING SET FORTH IN THIS SECTION 13.19(C) IS
INTENDED TO OR SHALL IMPAIR THE OBLIGATIONS OF THE BORROWERS, JOINTLY AND
SEVERALLY, TO PAY ANY AMOUNTS AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE
IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING SECTION 13.19(A).
NOTHING CONTAINED IN THIS SECTION 13.19(C) SHALL LIMIT THE LIABILITY OF ANY
BORROWER TO PAY THE LOANS MADE DIRECTLY OR INDIRECTLY TO THAT BORROWER AND
ACCRUED INTEREST, FEES AND EXPENSES WITH RESPECT THERETO FOR WHICH SUCH BORROWER
SHALL BE PRIMARILY LIABLE.
THE PARTIES HERETO ACKNOWLEDGE THAT THE RIGHTS OF
CONTRIBUTION AND INDEMNIFICATION HEREUNDER SHALL CONSTITUTE ASSETS OF THE
BORROWER TO WHICH SUCH CONTRIBUTION AND INDEMNIFICATION IS OWING.
THE RIGHTS OF
EACH BORROWER AGAINST EACH OTHER BORROWER UNDER THIS SECTION 13.19(C) SHALL NOT
BE EXERCISABLE UNTIL THE FULL AND INDEFEASIBLE PAYMENT OF THE OBLIGATIONS AND
THE TERMINATION OF THE COMMITMENTS.
(D)
THE LIABILITY OF THE BORROWERS UNDER THIS SECTION 13.19 IS IN
ADDITION TO AND SHALL BE CUMULATIVE WITH ALL LIABILITIES OF EACH BORROWER TO
ADMINISTRATIVE AGENT AND LENDERS UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH BORROWER IS A PARTY, WITHOUT ANY LIMITATION AS TO
AMOUNT.
13.20
APPOINTMENT AND AUTHORIZATION OF FUNDS ADMINISTRATOR.
(A)
EACH BORROWER HEREBY DESIGNATES, APPOINTS, AUTHORIZES AND EMPOWERS
THE COMPANY AS ITS AGENT TO ACT AS SPECIFIED IN THE CAPACITY OF FUNDS
ADMINISTRATOR UNDER THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS AND THE
COMPANY HEREBY ACKNOWLEDGES SUCH DESIGNATION, AUTHORIZATION AND EMPOWERMENT, AND
ACCEPTS SUCH APPOINTMENT.
EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES AND
DIRECTS THE FUNDS ADMINISTRATOR TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
RESPECTIVE PROVISIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY
OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS REFERRED TO HEREIN OR THEREIN, AND
TO EXERCISE SUCH POWERS AND TO PERFORM SUCH DUTIES HEREUNDER AND THEREUNDER AS
ARE SPECIFICALLY DELEGATED TO OR REQUIRED OF THE FUNDS ADMINISTRATOR BY THE
RESPECTIVE TERMS AND PROVISIONS HEREOF AND THEREOF, AND SUCH OTHER POWERS AS ARE
REASONABLY INCIDENTAL THERETO, INCLUDING, WITHOUT LIMITATION, TO TAKE THE
FOLLOWING ACTIONS FOR AND ON SUCH BORROWER'S BEHALF:
(I)
TO SUBMIT ON BEHALF OF EACH BORROWER NOTICES OF BORROWING,
NOTICES OF CONVERSION AND NOTICES OF CONTINUATION TO ADMINISTRATIVE AGENT IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, EACH SUCH NOTICE TO BE
SUBMITTED BY THE FUNDS ADMINISTRATOR TO ADMINISTRATIVE AGENT AS SOON AS
PRACTICABLE AFTER ITS RECEIPT OF A REQUEST TO DO SO FROM A BORROWER; AND
(II)
TO SUBMIT ON BEHALF OF EACH BORROWER REQUESTS FOR THE ISSUANCE OF
LETTERS OF