ADMINISTRATIVE AGENCY, OR PURSUANT TO ANY SUBPOENA OR OTHER
LEGAL PROCESS FOR DISCLOSURE OF ANY SUCH NON-PUBLIC MATERIAL INFORMATION
CONCURRENT WITH, OR WHERE PRACTICABLE, PRIOR TO THE DISCLOSURE THEREOF, AND (Z)
NOTIFY ALL OTHER PERSONS DESCRIBED IN CLAUSE (A) ABOVE THAT THEY ARE BOUND BY,
THE PROVISIONS OF THIS SECTION 16.7. THE PROVISIONS OF THIS SECTION 16.7 SHALL
SURVIVE THE PAYMENT IN FULL OF THE OBLIGATIONS.
16.8
INTEGRATION. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, REFLECTS THE ENTIRE UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY AND
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SHALL NOT BE CONTRADICTED OR QUALIFIED BY ANY OTHER AGREEMENT, ORAL OR WRITTEN,
BEFORE THE DATE HEREOF.
16.9
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EACH BORROWER THAT SUCH APPOINTMENT HAS BEEN REVOKED AND THAT ANOTHER BORROWER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 PORTIONS OF THE LOANS 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 PORTIONS OF THE LOANS 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 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 BORROWER, OR (C) ANY
OTHER ACTION TAKEN BY THE LENDER GROUP HEREUNDER OR UNDER THE OTHER LOAN
DOCUMENTS, EXCEPT THAT BORROWERS WILL HAVE NO LIABILITY TO THE RELEVANT
AGENT-RELATED PERSON OR LENDER-RELATED PERSON UNDER THIS SECTION 16.9 WITH
RESPECT TO ANY LIABILITY THAT HAS