TO THE PRIOR WRITTEN
CONSENT OF THE LEAD BORROWER (NOT TO BE UNREASONABLY WITHHELD), WHICH CONSENT
WILL BE DEEMED GIVEN UNLESS THE LEAD BORROWER PROVIDES THE ADMINISTRATIVE AGENT
WITH WRITTEN OBJECTION, NOT MORE THAN FIVE (5) BUSINESS DAYS AFTER THE
ADMINISTRATIVE AGENT SHALL HAVE GIVEN THE LEAD BORROWER WRITTEN NOTICE OF A
PROPOSED ASSIGNMENT.
57
(E)
UPON WRITTEN NOTICE GIVEN THE LEAD BORROWER FROM TIME TO TIME BY THE
ADMINISTRATIVE AGENT, OF ANY ASSIGNMENT OR ALLOCATION REFERENCED IN SECTION
2.22(D):
(I)
THE LEAD BORROWER AND THE OTHER BORROWERS, IF REQUIRED BY THE
ADMINISTRATIVE AGENT, SHALL EXECUTE ONE OR MORE REVOLVING CREDIT NOTES (WHICH
NOTES SHALL REPLACE ANY REVOLVING CREDIT NOTES THERETOFORE PROVIDED BY THE
BORROWERS) TO REFLECT SUCH CHANGED DOLLAR COMMITMENTS, PERCENTAGE COMMITMENTS,
AND IDENTITIES AND SHALL DELIVER SUCH REVOLVING CREDIT NOTES TO THE
ADMINISTRATIVE AGENT (WHICH PROMPTLY THEREAFTER SHALL CANCEL AND DELIVER TO THE
LEAD BORROWER THE REVOLVING CREDIT NOTES SO REPLACED, IF ANY).
IN THE EVENT
THAT THE ADMINISTRATIVE AGENT DOES NOT REQUIRE THE DELIVERY OF REVOLVING CREDIT
NOTES OR THAT IN THE EVENT THAT A REVOLVING CREDIT NOTE IS TO BE EXCHANGED
FOLLOWING ITS ACCELERATION OR THE ENTRY OF AN ORDER FOR RELIEF UNDER THE
BANKRUPTCY CODE WITH RESPECT TO THE BORROWERS, THE ADMINISTRATIVE AGENT, IN LIEU
OF CAUSING THE LEAD BORROWER TO EXECUTE ONE OR MORE NEW REVOLVING CREDIT NOTES,
MAY ISSUE THE ADMINISTRATIVE AGENT'S CERTIFICATE CONFIRMING THE RESULTING DOLLAR
COMMITMENTS AND PERCENTAGE COMMITMENTS.
(II)
SUCH CHANGE SHALL BE EFFECTIVE FROM THE EFFECTIVE DATE SPECIFIED
IN SUCH WRITTEN NOTICE AND ANY PERSON ADDED AS A LENDER SHALL HAVE ALL RIGHTS
AND PRIVILEGES OF A LENDER HEREUNDER THEREAFTER AS IF SUCH PERSON HAD BEEN A
SIGNATORY TO THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT TO WHICH A LENDER IS A
SIGNATORY AND ANY PERSON REMOVED AS A LENDER SHALL BE RELIEVED OF ANY
OBLIGATIONS OR RESPONSIBILITIES OF A LENDER HEREUNDER THEREAFTER.
2.23
DESIGNATION OF LEAD BORROWER AS BORROWERS' AGENT.
(A)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE LEAD BORROWER
AS THAT BORROWER'S AGENT TO OBTAIN LOANS AND ADVANCES UNDER THE REVOLVING
CREDIT, THE PROCEEDS OF WHICH SHALL BE AVAILABLE TO EACH BORROWER FOR THOSE USES
AS THOSE SET FORTH IN THIS AGREEMENT.
AS THE DISCLOSED PRINCIPAL FOR ITS AGENT,
EACH BORROWER SHALL BE OBLIGATED TO THE AGENT AND LENDERS ON ACCOUNT OF LOANS
AND ADVANCES SO MADE AS IF MADE DIRECTLY BY THE AGENT OR LENDERS TO THAT
BORROWER, NOTWITHSTANDING THE MANNER BY WHICH SUCH LOANS AND ADVANCES ARE
RECORDED ON THE BOOKS AND RECORDS OF THE LEAD BORROWER AND OF ANY BORROWER.
(B)
EACH BORROWER RECOGNIZES THAT CREDIT AVAILABLE TO IT UNDER THE REVOLVING
CREDIT IS IN EXCESS OF AND ON BETTER TERMS THAN IT OTHERWISE COULD OBTAIN ON AND
FOR ITS OWN ACCOUNT AND THAT ONE OF THE REASONS THEREFOR IS ITS JOINING IN THE
CREDIT FACILITY CONTEMPLATED HEREIN WITH ALL OTHER BORROWERS.
CONSEQUENTLY,
EACH BORROWER HEREBY ASSUMES AND AGREES TO DISCHARGE ALL LIABILITIES OF EACH OF
THE OTHER BORROWERS AS IF THE