"PURPOSE CREDIT" WITHIN THE MEANING OF REGULATION U OF THE BOARD OF
GOVERNORS OF THE FEDERAL RESERVE SYSTEM, AS AMENDED.
6.7
APPOINTMENT OF PARENT AS LEAD BORROWER FOR REQUESTING LOANS
AND RECEIPTS OF LOANS AND STATEMENTS.
(A)
EACH BORROWER HEREBY IRREVOCABLY APPOINTS AND CONSTITUTES LEAD BORROWER
TO REQUEST AND RECEIVE LOANS AND LETTER OF CREDIT ACCOMMODATIONS PURSUANT TO
THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS FROM ADMINISTRATIVE AGENT OR
ANY LENDER IN THE NAME OR ON BEHALF OF SUCH BORROWER, TO SELECT THE APPLICABLE
INTEREST RATE FOR ANY SUCH LOANS OR TO TAKE OTHER ACTIONS CONTEMPLATED AS BEING
TAKEN BY ANY BORROWER UNDER THIS AGREEMENT OR ANY OF THE OTHER FINANCING
AGREEMENTS.
ADMINISTRATIVE AGENT AND LENDERS MAY DISBURSE THE LOANS TO SUCH
BANK ACCOUNT OF LEAD BORROWER OR A BORROWER OR OTHERWISE MAKE SUCH LOANS TO A
BORROWER AND PROVIDE SUCH LETTER OF CREDIT ACCOMMODATIONS TO A BORROWER AS LEAD
BORROWER MAY DESIGNATE OR DIRECT, WITHOUT NOTICE TO ANY OTHER BORROWER OR
OBLIGOR.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
ADMINISTRATIVE AGENT AND LEAD BORROWER MAY AT ANY TIME AND FROM TIME TO TIME
REQUIRE THAT LOANS TO OR FOR THE ACCOUNT OF ANY BORROWER BE DISBURSED DIRECTLY
TO AN OPERATING ACCOUNT OF SUCH BORROWER.
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(B)
LEAD BORROWER HEREBY ACCEPTS THE APPOINTMENT BY BORROWERS TO ACT FOR AND
ON BEHALF OF THE OTHER BORROWERS PURSUANT TO THIS SECTION 6.7. LEAD BORROWER
SHALL ENSURE THAT THE DISBURSEMENT OF ANY LOANS TO EACH BORROWER REQUESTED BY OR
PAID TO OR FOR THE ACCOUNT OF PARENT, OR THE ISSUANCE OF ANY LETTER OF CREDIT
ACCOMMODATIONS FOR A BORROWER HEREUNDER, SHALL BE PAID TO OR FOR THE ACCOUNT OF
SUCH BORROWER.
(C)
EACH OTHER BORROWER AND GUARANTOR HEREBY IRREVOCABLY APPOINTS AND
CONSTITUTES LEAD BORROWER TO RECEIVE STATEMENTS ON ACCOUNT AND ALL OTHER NOTICES
FROM ADMINISTRATIVE AGENT AND LENDERS WITH RESPECT TO THE OBLIGATIONS OR
OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS AND ANY STATEMENTS OR NOTICES SENT TO OR RECEIVED BY LEAD BORROWER
SHALL BE DEEMED RECEIVED BY EACH OF THE OTHER BORROWERS AND GUARANTORS.
(D)
ANY NOTICE, ELECTION, REPRESENTATION, WARRANTY, AGREEMENT OR
UNDERTAKING BY OR ON BEHALF OF ANY OTHER BORROWER OR ANY GUARANTOR BY LEAD
BORROWER SHALL BE DEEMED FOR ALL PURPOSES TO HAVE BEEN MADE BY SUCH BORROWER OR
GUARANTOR, AS THE CASE MAY BE, AND SHALL BE BINDING UPON AND ENFORCEABLE AGAINST
SUCH BORROWER OR GUARANTOR TO THE SAME EXTENT AS IF MADE DIRECTLY BY SUCH
BORROWER OF GUARANTOR.
(E)
NO PURPORTED TERMINATION OF THE APPOINTMENT OF LEAD BORROWER AS AGENT AS
AFORESAID SHALL BE EFFECTIVE, EXCEPT AFTER TEN (10) DAYS' PRIOR WRITTEN NOTICE
TO ADMINISTRATIVE AGENT.
6.8
PRO RATA TREATMENT.
EXCEPT TO THE EXTENT OTHERWISE PROVIDED
IN THIS AGREEMENT:
(A) THE MAKING AND CONVERSION OF LOANS SHALL BE MADE AMONG
THE LENDERS BASED ON THEIR RESPECTIVE PRO RATA SHARES AS TO THE LOANS AND
(B) EACH PAYMENT ON ACCOUNT OF ANY OBLIGATIONS TO OR FOR THE ACCOUNT OF ONE OR
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