OF SUCH RECORDS AVAILABLE TO LENDER, UPON REQUEST.
6
13.
MAXIMUM AMOUNT OF JOINT AND SEVERAL
LIABILITY.
NOTWITHSTANDING ANY PROVISIONS OF THE CREDIT AGREEMENT OR THIS
AMENDMENT TO THE CONTRARY, IT IS THE INTENT OF THE PARTIES HERETO THAT THE
PRIMARY AND SECONDARY NATURE OF THE LIABILITIES OF THE BORROWERS, AND THE
SECURITY INTERESTS GRANTED BY THE BORROWERS TO SECURE THE OBLIGATIONS DIRECTLY
INCURRED BY ANY BORROWER NOT CONSTITUTE A FRAUDULENT CONVEYANCE UNDER
SECTION 548 OF CHAPTER 11 OF TITLE 11 OF THE UNITED STATES CODE (11 U.S.C.
§ 101, ET SEQ.), AS AMENDED, OR A FRAUDULENT CONVEYANCE OR FRAUDULENT TRANSFER
UNDER THE APPLICABLE PROVISIONS OF ANY FRAUDULENT CONVEYANCE, FRAUDULENT
TRANSFER OR SIMILAR LAW OF ANY STATE, NATION OR OTHER GOVERNMENTAL UNIT, AS IN
EFFECT FROM TIME TO TIME OR OTHERWISE BE RENDERED INVALID OR UNENFORCEABLE DUE
TO THE NATURE OF THE JOINT AND SEVERAL LIABILITY.
ACCORDINGLY,
LENDER AND
BORROWERS AGREE THAT IF THE OBLIGATIONS OF ANY BORROWER, OR ANY SECURITY
INTERESTS GRANTED BY SUCH BORROWER SECURING THE OBLIGATIONS WOULD, BUT FOR THE
APPLICATION OF THIS SENTENCE, CONSTITUTE A FRAUDULENT CONVEYANCE OR FRAUDULENT
TRANSFER UNDER APPLICABLE LAW, OR WOULD OTHERWISE RENDER SUCH BORROWER'S
OBLIGATIONS OR THE SECURITY INTERESTS GRANTED HEREIN INVALID OR UNENFORCEABLE,
THE OBLIGATIONS OF SUCH BORROWER HEREUNDER, AS WELL AS THE SECURITY INTERESTS
SECURING SUCH OBLIGATIONS, SHALL BE VALID AND ENFORCEABLE ONLY TO THE MAXIMUM
EXTENT THAT WOULD NOT CAUSE SUCH OBLIGATIONS OR SECURITY INTERESTS TO CONSTITUTE
A FRAUDULENT CONVEYANCE OR FRAUDULENT TRANSFER UNDER APPLICABLE LAW OR OTHERWISE
RESULT IN SUCH INVALIDITY OR UNENFORCEABILITY; PROVIDED HOWEVER THAT EACH
BORROWER'S OBLIGATIONS SHALL BE PRESUMPTIVELY VALID AND ENFORCEABLE TO THEIR
FULLEST EXTENT IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF, AS IF THIS
SECTION 13 WERE NOT A PART OF THIS AGREEMENT.
14.
AUTHORIZATION OF BORROWER REPRESENTATIVE BY
BORROWERS.
(A)
EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES
BORROWER REPRESENTATIVE TO GIVE NOTICES, MAKE REQUESTS, MAKE PAYMENTS, RECEIVE
PAYMENTS AND NOTICES, GIVE RECEIPTS AND EXECUTE AGREEMENTS, MAKE AGREEMENTS OR
TAKE ANY OTHER ACTION WHATEVER ON BEHALF OF SUCH BORROWER UNDER AND WITH RESPECT
TO ANY LOAN DOCUMENT AND EACH BORROWER SHALL BE BOUND THEREBY.
THIS
AUTHORIZATION IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE, AND LENDER
MAY RELY ON ANY NOTICE, REQUEST, INFORMATION SUPPLIED BY BORROWER
REPRESENTATIVE, EVERY DOCUMENT EXECUTED BY BORROWER REPRESENTATIVE, EVERY
AGREEMENT MADE BY BORROWER REPRESENTATIVE OR OTHER ACTION TAKEN BY BORROWER
REPRESENTATIVE IN RESPECT OF BORROWERS OR ANY THEREOF AS IF THE SAME WERE
SUPPLIED, MADE OR TAKEN BY ANY OR ALL BORROWERS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE FAILURE OF ONE OR MORE BORROWERS TO JOIN IN THE
EXECUTION OF ANY WRITING IN CONNECTION HEREWITH SHALL NOT, UNLESS THE CONTEXT
CLEARLY REQUIRES, RELIEVE ANY SUCH BORROWER FROM OBLIGATIONS IN RESPECT OF SUCH
WRITING.
(B)
BORROWERS ACKNOWLEDGE THAT THE CREDIT
PROVIDED UNDER THE CREDIT AGREEMENT IS ON TERMS MORE FAVORABLE THAN ANY BORROWER
ACTING ALONE WOULD RECEIVE AND THAT EACH BORROWER BENEFITS DIRECTLY AND
INDIRECTLY FROM ALL ADVANCES THEREUNDER.
EACH BORROWER, SHALL BE JOINTLY AND