ADMINISTRATIVE AGENT
FROM THE BORROWERS HEREUNDER AND EACH LENDER'S SHARE THEREOF.
(C)
ENTRIES MADE IN GOOD FAITH BY THE ADMINISTRATIVE AGENT IN THE
REGISTER PURSUANT TO SUBSECTION (B) ABOVE, AND BY EACH LENDER IN ITS ACCOUNT OR
ACCOUNTS PURSUANT TO SUBSECTION (A) ABOVE, SHALL BE PRIMA FACIE EVIDENCE OF THE
AMOUNT OF PRINCIPAL AND INTEREST DUE AND PAYABLE OR TO BECOME DUE AND PAYABLE
FROM THE BORROWERS TO, IN THE CASE OF THE REGISTER, EACH LENDER AND, IN THE CASE
OF SUCH ACCOUNT OR ACCOUNTS, SUCH LENDER, UNDER THIS AGREEMENT, ABSENT MANIFEST
ERROR; PROVIDED, HOWEVER, THAT THE FAILURE OF THE ADMINISTRATIVE AGENT OR SUCH
LENDER TO MAKE AN ENTRY, OR ANY FINDING THAT AN ENTRY IS INCORRECT, IN THE
REGISTER OR SUCH ACCOUNT OR ACCOUNTS SHALL NOT LIMIT OR OTHERWISE AFFECT THE
OBLIGATIONS OF THE BORROWERS UNDER THIS AGREEMENT.
SECTION 2.14. RELATIONSHIP AMONG THE BORROWERS.
(A)
ADMINISTRATIVE BORROWER. BMCA ACQUISITION AND BMCA ACQUISITION SUB
HEREBY APPOINT BMCA, AND BMCA SHALL ACT UNDER THIS AGREEMENT, AS THE AGENT,
ATTORNEY-IN-FACT AND LEGAL REPRESENTATIVE OF BMCA ACQUISITION AND BMCA
ACQUISITION SUB FOR ALL PURPOSES, INCLUDING REQUESTING LOANS, ISSUING A NOTICE
OF BORROWING OR TAKING ANY OTHER ACTION UNDER ANY LOAN DOCUMENT AND RECEIVING
ACCOUNT STATEMENTS AND OTHER NOTICES AND COMMUNICATIONS TO THE BORROWERS (OR ANY
OF THEM) FROM ANY AGENT OR ANY LENDER. ANY AGENT AND THE LENDERS MAY RELY, AND
SHALL BE FULLY PROTECTED IN RELYING, ON ANY NOTICE OF BORROWING, DISBURSEMENT
INSTRUCTION, REPORT, INFORMATION OR ANY OTHER NOTICE OR COMMUNICATION MADE OR
GIVEN BY BMCA, WHETHER IN ITS OWN NAME, AS BORROWERS' AGENT, ON BEHALF OF BMCA
ACQUISITION AND BMCA ACQUISITION SUB OR ON BEHALF OF THE BORROWERS, AND NEITHER
ANY AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO MAKE ANY INQUIRY OR
REQUEST ANY CONFIRMATION FROM OR ON BEHALF OF ANY OTHER BORROWER AS TO THE
BINDING EFFECT ON IT OF ANY SUCH NOTICE, REQUEST, INSTRUCTION, REPORT,
INFORMATION, OTHER NOTICE OR COMMUNICATIONS, NOR SHALL THE JOINT AND SEVERAL
CHARACTER OF THE BORROWERS' OBLIGATIONS HEREUNDER BE AFFECTED.
(B)
JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE BORROWERS
PURSUANT TO THE LOAN DOCUMENTS SHALL BE JOINT AND SEVERAL AS PROVIDED IN THE
GUARANTY. THE BORROWERS SHALL BE JOINTLY AND SEVERALLY LIABLE FOR THE PAYMENT
AND PERFORMANCE OF ALL OBLIGATIONS AND COVENANTS REQUIRED BY THIS AGREEMENT TO
BE PERFORMED BY ANY OF THEM, INCLUDING BMCA ACTING AS AGENT HEREUNDER, AND EACH
BORROWER SHALL BE BOUND BY ANY NOTICES (INCLUDING NOTICES OF BORROWINGS,
CONVERSIONS AND CONTINUATIONS), CONSENTS OR OTHER ACTIONS FURNISHED OR TAKEN BY
SUCH BORROWER OR ANY OTHER BORROWER HEREUNDER.
(C)
RESIGNATION. BMCA MAY RESIGN FROM ACTING AS THE AGENT FOR THE
OTHER BORROWERS PURSUANT TO THIS SECTION 2.14 AT ANY TIME BY NOTIFYING THE
ADMINISTRATIVE AGENT, PROVIDED THAT SUCH RESIGNATION SHALL NOT BECOME EFFECTIVE
UNTIL THE EARLIER OF (I) THE APPOINTMENT BY THE OTHER BORROWERS OF ANOTHER
BORROWER AS SUCCESSOR AGENT FOR SUCH BORROWERS HEREUNDER, AND ACCEPTANCE BY SUCH
BORROWER OF SUCH APPOINTMENT AND (II) THE DATE THAT IS 30 DAYS