Common use of Borrowers' Representatives Clause in Contracts

Borrowers' Representatives. (a) The Borrowers each hereby represent and warrant to the Lender that each of them will derive benefits, directly and indirectly, from each Loan, both in their separate capacity and as a member of the integrated group to which each of the Borrowers belong, because the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the proceeds of Loans, and the purposes for which such benefits and proceeds will be used so long as any such allocation or purpose is not in violation of this Agreement. (b) For administrative convenience, Flanders Corporation is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans, receiving the proceeds of Loans, and disbursing the proceeds of Loans as between the Borrowers. By reason thereof, Flanders Corporation is hereby irrevocably appointed by each of the Borrowers as the attorney-in-fact of each of the Borrowers with power and authority through its duly authorized officer or officers to (i) endorse any check (if any) for the proceeds of any Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers and (i) instruct the Lender to credit the proceeds of any Loan directly to an account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such Loan. (c) Each of the Borrowers hereby irrevocably authorizes the Lender to make Loans to any or all of the Borrowers, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one of the Persons who are from time to time a Responsible Officer of a Borrower under the provisions of the most recent "Certificate" of corporate resolutions of the Borrowers on file with the Lender and also upon the written, oral or telephone request of any one of the Persons who are from time to time a Responsible Officer of Flanders Corporation under the provisions of the most recent "Certificate" of corporate resolutions and/or incumbency for Flanders Corporation on file with the Lender. (d) The Lender assumes no responsibility or liability for any errors, mistakes, and/or discrepancies in the oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Lender and the Borrowers in connection with the Credit Facilities, any Loan or any other transaction in connection with the provisions of this Agreement, except and to the extent attributable to the gross negligence or willful misconduct of the Lender. (e) Without implying any limitation on the joint and several nature of the Obligations, the Lender agrees that, notwithstanding any other provision of this Agreement, the Borrowers may create reasonable inter-company indebtedness between or among the Borrowers with respect to the allocation of the benefits and proceeds of the advances under this Agreement; provided, however, that the Lender may from time to time, following notice to the Borrowers (i) require that the proceeds of the Loans be made available to a Borrower only to the extent the aggregate amount of that Borrower's Eligible Receivables and Eligible Inventory exceed that Borrower's aggregate net use of proceeds of the Loans, and (ii) require that the portion of the proceeds of Loans based on that portion of the Borrowing Base which is attributable to a Borrower which is or may be insolvent, may be used only by that Borrower. The Borrowers agree among themselves, and the Lender consents to that agreement, that each Borrower shall have rights of contribution from all of the other Borrowers to the extent such Borrower incurs Obligations in excess of the proceeds of the Loans received by, or allocated to purposes for the direct benefit of, such Borrower. All such indebtedness and rights shall be, and is hereby agreed by the Borrowers to be, subordinate in priority and payment to the indefeasible repayment in full of the Obligations, and, unless the Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been satisfied. The Borrowers agree that all of such indebtedness and rights is part of the Collateral of a Borrower who is the creditor and secures the Obligations. Each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves arising on account of that indebtedness and otherwise. Each Borrower shall not evidence that indebtedness or rights by note or other instrument, and shall not secure that indebtedness with any mortgages, security interests or otherwise, even though any such instrument and security shall be part of the Collateral.

Borrowers' Representatives. (a) The Borrowers each hereby represent and warrant to the Lender that each of them the Borrowers will derive benefits, directly and indirectly, from each Letter of Credit, each Foreign Exchange Agreement and from each advance under the Loan, both in their separate capacity and as a member of the integrated group to which each of the Borrowers belong, because the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the benefits of Letters of Credit and Foreign Exchange Agreements and the proceeds of LoansRevolving Loan, and the purposes for which such benefits and proceeds will be used so long as any such allocation or purpose is not in violation of this Agreement. (b) For administrative convenience, Flanders Corporation Apparel is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting LoansLetters of Credit, Foreign Exchange Agreements and advances under the Loan, receiving the benefits of such Letters of Credits and Foreign Exchange Agreements and the proceeds of Loansthe Revolving Loan, and disbursing the proceeds of Loans the Revolving Loan as between the Borrowers. By reason thereof, Flanders Corporation Apparel is hereby irrevocably appointed by each of the Borrowers as the attorney-in-fact of each of the Borrowers with power and authority through its duly authorized officer or officers to (i) endorse any check (if any) for the proceeds of any Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers and (iii) instruct the Lender to credit the proceeds of any advance under the Loan directly to an account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such Loan. All actions taken by Apparel in connection with the Revolving Loan and the Financing Documents shall be conclusively presumed to be the joint and several actions of the Borrowers even though Apparel may act from time to time in its name alone. (c) Each of the Borrowers hereby irrevocably authorizes the Lender at the direction of Apparel to make Loans advances under the Revolving Loan to any or all of the Borrowers, and hereby irrevocably authorizes the Lender at the direction of Apparel to issue Letters of Credit and to enter into Foreign Exchange Agreements for the account of any or all of the Borrowers, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one of the Persons who are is from time to time a Responsible Officer of a Borrower Apparel under the provisions of the most recent "Certificate" of corporate resolutions of the Borrowers on file with the Lender and also upon the written, oral or telephone request of any one of the Persons who are from time to time a Responsible Officer of Flanders Corporation under the provisions of the most recent "Certificate" of corporate resolutions and/or incumbency for Flanders Corporation Apparel on file with the Lender. (d) The Lender assumes no responsibility or liability for any errors, mistakes, and/or discrepancies in the oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Lender and the Borrowers in connection with the Credit Facilities, any Loan or any other transaction in connection with the provisions of this Agreement, except and to the extent attributable to the gross negligence or willful misconduct of the Lender. (e) Without implying any limitation on the joint and several nature of the Obligations, the Lender agrees that, notwithstanding any other provision of this Agreement, the Borrowers may create reasonable inter-company indebtedness between or among the Borrowers with respect to the allocation of the benefits and proceeds of the advances under this Agreement; provided, however, that the Lender may from time to time, following notice to the Borrowers (i) require that the proceeds of the Loans be made available to a Borrower only to the extent the aggregate amount of that Borrower's Eligible Receivables and Eligible Inventory exceed that Borrower's aggregate net use of proceeds of the Loans, and (ii) require that the portion of the proceeds of Loans based on that portion of the Borrowing Base which is attributable to a Borrower which is or may be insolvent, may be used only by that Borrower. The Borrowers agree among themselves, and the Lender consents to that agreement, that each Borrower shall have rights of contribution from all of the other Borrowers to the extent such a Borrower incurs Obligations in excess of the proceeds of the Loans Revolving Loan received by, or allocated to purposes for the direct benefit of, such the Borrower. All such indebtedness and rights shall be, and is hereby agreed by the Borrowers to be, subordinate in priority and payment to the indefeasible repayment in full of the Obligations, and, unless the Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been satisfied. The Borrowers agree that all of such indebtedness and rights is are part of the Collateral of a Borrower who is the creditor and secures the Obligations. Each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves arising on account of that indebtedness and otherwise. Each Borrower shall not evidence that indebtedness or rights by note or other instrument, and shall not secure that indebtedness with any mortgages, security interests or otherwise, even though any such instrument and security shall be part of the Collateral.

Borrowers' Representatives. (a) The DIP Lenders are hereby irrevocably authorized by each of the Borrowers to make DIP Loans to the Borrowers pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one of the Persons who are authorized to do so under the provisions of the most recent "Certificate" of corporate resolutions of GC Company, Inc. on file with the DIP Administrative Agent. The proceeds of each DIP Loan advanced by the DIP Lenders from time to time pursuant to the provisions of this Agreement are for the use and benefit of all of the Borrowers. The Borrowers each in the discretion of their respective managements are to agree among themselves as to the allocation of the benefits of the proceeds of the DIP Loans and the purposes for which such benefits and proceeds will be used so long as any such allocation or purpose does not violate the provisions of this Agreement. The Borrowers hereby represent and warrant to the Lender DIP Lenders 29 that each of them will derive benefits, directly and indirectly, from the proceeds of each DIP Loan, both in their its separate capacity and as a member of the integrated group to which each of the Borrowers belong, because since the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the proceeds of Loans, and the purposes for which such benefits and proceeds will be used so long as any such allocation or purpose is not in violation of this Agreement. (b) For administrative convenience, Flanders Corporation GC Companies, Inc. is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting LoansDIP Loans hereunder from the DIP Lenders, receiving the benefits of the proceeds of Loans, such Loans and disbursing the proceeds of such Loans as between among the Borrowers. By reason thereof, Flanders Corporation GC Companies, Inc. is hereby irrevocably appointed by each of the Borrowers as the attorney-in-fact of each of the Borrowers with power and authority through its duly authorized officer or officers to (ia) endorse any check (if any) for the proceeds of any DIP Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers Borrowers, and (ib) instruct the Lender DIP Lenders to credit the proceeds of any Loan directly to an a banking account of any of the Borrowers which shall evidence the making of such DIP Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan. (c) Each of the Borrowers hereby irrevocably authorizes the Lender to make Loans to any or all of the Borrowers, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one of the Persons who are from time to time a Responsible Officer of a Borrower under the provisions of the most recent "Certificate" of corporate resolutions of the Borrowers on file with the Lender and also upon the written, oral or telephone request of any one of the Persons who are from time to time a Responsible Officer of Flanders Corporation under the provisions of the most recent "Certificate" of corporate resolutions and/or incumbency for Flanders Corporation on file with the Lender. (d) . The Lender assumes DIP Lenders assume no responsibility or liability for any errors, mistakes, and/or discrepancies in the oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Lender DIP Lenders and the Borrowers in connection with the Credit Facilities, any Loan DIP Loans or any other transaction in connection with the provisions of this Agreement, except and to the extent attributable to the gross negligence or willful misconduct of the Lender. (e) Without implying any limitation on the joint and several nature of the Obligations, the Lender agrees that, notwithstanding any other provision of this Agreement, the Borrowers may create reasonable inter-company indebtedness between or among the Borrowers with respect to the allocation of the benefits and proceeds of the advances under this Agreement; provided, however, that the Lender may from time to time, following notice to the Borrowers (i) require that the proceeds of the Loans be made available to a Borrower only to the extent the aggregate amount of that Borrower's Eligible Receivables and Eligible Inventory exceed that Borrower's aggregate net use of proceeds of the Loans, and (ii) require that the portion of the proceeds of Loans based on that portion of the Borrowing Base which is attributable to a Borrower which is or may be insolvent, may be used only by that Borrower. The Borrowers agree among themselves, and the Lender consents to that agreement, that each Borrower shall have rights of contribution from all of the other Borrowers to the extent such Borrower incurs Obligations in excess of the proceeds of the Loans received by, or allocated to purposes for the direct benefit of, such Borrower. All such indebtedness and rights shall be, and is hereby agreed by the Borrowers to be, subordinate in priority and payment to the indefeasible repayment in full of the Obligations, and, unless the Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been satisfied. The Borrowers agree that all of such indebtedness and rights is part of the Collateral of a Borrower who is the creditor and secures the Obligations. Each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves arising on account of that indebtedness and otherwise. Each Borrower shall not evidence that indebtedness or rights by note or other instrument, and shall not secure that indebtedness with any mortgages, security interests or otherwise, even though any such instrument and security shall be part of the Collateral.

Borrowers' Representatives. (a) The Lenders are hereby irrevocably authorized by the Borrowers each to make Loans to any or all of the Borrowers and the Agent is hereby irrevocably authorized by the Borrowers to issue Letters of Credit for the account of any or all of the Borrowers, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one of the Persons who is from time to time a Responsible Officer of the Parent under the provisions of the most recent "Certificate" of corporate resolutions and/or incumbency for the Parent on file with the Agent. Neither the Agent nor any of the Lenders assumes any responsibility or liability for any errors, mistakes, and/or discrepancies in the oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Agent and any of the Borrowers or the Agent and any of the Lenders in connection with the Facilities, any Loan, any Letter of Credit, the PEDFA Obligations, or any other transaction in connection with the provisions of this Agreement, except as may arise from the willful misconduct or gross negligence of the Agent or any of the Lenders, as appropriate. (b) The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the benefits of Letters of Credit and the proceeds of Loans, and the purposes for which such benefits and proceeds will be used so long as any such allocation or purpose is not in violation of this Agreement. The Borrowers hereby represent and warrant to the Lender Agent and the Lenders that each of them will derive benefits, directly and indirectly, from each Letter of Credit and from each Loan, both in their separate capacity and as a member of the integrated group to which each of the Borrowers belong, because the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the proceeds of Loans, and the purposes for which such benefits and proceeds will be used so long as any such allocation or purpose is not in violation of this Agreement. (b) For administrative convenience, Flanders Corporation convenience the Parent is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Letters of Credit and Loans, receiving the benefits of such Letters of Credits and the proceeds of Loans, and disbursing the proceeds of Loans as between the Borrowers. By reason thereof, Flanders Corporation the Parent is hereby irrevocably appointed by each of the Borrowers as the attorney-in-fact of each of the Borrowers with power and authority through its duly authorized officer or officers to (ia) endorse any check (if any) for the proceeds of any Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers and (ib) instruct the Lender Agent to credit the proceeds of any Loan directly to an account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such Loan. (c) Each of the Borrowers hereby irrevocably authorizes is accepting joint and several liability hereunder in consideration of the Lender financial accommodations to make Loans to any or all be provided by the Lenders and the Agent under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one and in consideration of the Persons who are from time to time a Responsible Officer undertakings of a Borrower under the provisions of the most recent "Certificate" of corporate resolutions each of the Borrowers on file with to accept joint and several liability for the Lender and also upon the written, oral or telephone request obligations of any one each of the Persons who are from time to time a Responsible Officer of Flanders Corporation under the provisions of the most recent "Certificate" of corporate resolutions and/or incumbency for Flanders Corporation on file with the Lenderthem. (d) The Lender assumes no responsibility or liability for any errors, mistakes, and/or discrepancies in the oral, telephonic, written or other transmissions Each of any instructions, orders, requests and confirmations between the Lender and the Borrowers in connection jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with each other Borrower, with respect to the Credit Facilities, any Loan or any other transaction in connection with payment and performance of all of the provisions of Obligations arising under this Agreement, except and to it being the extent attributable to the gross negligence or willful misconduct intention of the Lenderparties hereto that all of the Obligations shall be the joint and several obligations of all of the Borrowers without preferences or distinctions among them. (e) Without implying If and to the extent that any limitation on of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of covenant or agreement in accordance with the terms hereof, then in such event the other Borrowers will make such payment with respect to, or perform, such Obligation, covenant and/or agreement. (f) The obligations of each Borrower hereunder constitute full recourse obligations of such Borrower enforceable against it to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstance whatsoever. (g) Except as otherwise expressly provided herein, each Borrower hereby waives notice of acceptance of its joint and several nature liability, notice of any and all Loans, notice of occurrence of any Default or Event of Default, or of any demand for any payment under this Agreement, notices of any action at any time taken or omitted by the Lenders or the Agent under or in respect of any of the Obligations, any requirement of diligence and, generally, all demands, notices and other formalities of every kind in connection with this Agreement. Each Borrower hereby assents to, and waives notice of, any extensions or postponement of the Lender agrees thattime for the payment of any of the Obligations hereunder, notwithstanding the acceptance of any partial payment thereon, any waiver, consent, or other action or acquiescence by the Lenders or the Agent at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Borrowers may create reasonable inter-company indebtedness between Lenders or among the Borrowers Agent in respect of any of the Obligations. The obligations of each Borrower hereunder shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, the allocation Lenders or the Agent. The joint and several liability of the benefits Borrowers hereunder shall continue in full force and proceeds effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower, the Lenders or the Agent. (h) The provisions of this Section are made for the benefit of the advances under Lenders and the Agent and their successors and assigns, and may be enforced by them in accordance with the terms of this Agreement; provided, however, that the Lender may Agreement from time to time, following notice to time against any of the Borrowers (i) require that as often as occasion therefor may arise and without requirement on the proceeds part of the Loans be made available Lenders or the Agent first to a Borrower only marshall any of their claims or to the extent the aggregate amount exercise any of that Borrower's Eligible Receivables and Eligible Inventory exceed that Borrower's aggregate net use of proceeds of the Loans, and (ii) require that the portion of the proceeds of Loans based on that portion of the Borrowing Base which is attributable to a Borrower which is or may be insolvent, may be used only by that Borrower. The Borrowers agree among themselves, and the Lender consents to that agreement, that each Borrower shall have rights of contribution from all of their rixxxx xxainst the other Borrowers or to exhaust any remedies available to them against the extent such Borrower incurs Obligations in excess other Borrowers or to resort to any other source or means of obtaining payment of any of the proceeds Obligations or to elect any other remedy. The provisions of the Loans received by, or allocated to purposes for the direct benefit of, such Borrower. All such indebtedness and rights this Section shall be, and is hereby agreed by the Borrowers to be, subordinate remain in priority and payment to the indefeasible repayment in full of the Obligations, and, unless the Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. The Borrowers agree that all If at any time, any payment, or any part thereof, made in respect of such indebtedness and rights is part any of the Collateral Obligations, is rescinded or must otherwise be restored or returned by the Lenders or the Agent upon the insolvency, bankruptcy or reorganization of a Borrower who is any of the creditor and secures the Obligations. Each Borrower hereby waives all rights of counterclaimBorrowers, recoupment and offset between or among themselves arising on account of that indebtedness and otherwise. Each Borrower shall not evidence that indebtedness or rights by note or other instrument, and shall not secure that indebtedness with any mortgages, security interests or otherwise, even the provisions of this Section will forthwith be reinstated in effect, as though any such instrument and security shall be part of the Collateralpayment had not been made.

Borrowers' Representatives. (a) The Borrowers each hereby represent and warrant to the Lender that each of them will derive benefits, directly and indirectly, from each Letter of Credit and from each advance of the US Revolving Loan, the Term Loan and the UK Revolving Loan, both in their separate capacity and as a member of the integrated group to which each of the Borrowers belong, belong and because the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole, because (a) the terms of the consolidated financing provided under this Agreement are more favorable than would otherwise be obtainable by the Borrowers individually, and (b) the Borrowers’ additional administrative and other costs and reduced flexibility associated with individual financing arrangements which would otherwise be required if obtainable would substantially reduce the value to the Borrowers of the financing. The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the benefits of Letters of Credit and the proceeds of Loansthe US Revolving Loan, the Term Loan and the purposes for which such benefits UK Revolving Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Lender at the time of allocation that each benefit and use of proceeds will be used so long as any such allocation or purpose is not in violation of this Agreement. (b) a Permitted Use. For administrative convenience, Flanders Corporation is each Borrower hereby irrevocably appointed by each of the Borrowers appoints GP as agent for each of the Borrowers for the purpose of requesting Loans, receiving the proceeds of Loans, and disbursing the proceeds of Loans as between the Borrowers. By reason thereof, Flanders Corporation is hereby irrevocably appointed by each of the Borrowers as the Borrower’s attorney-in-fact fact, with power of each substitution (with the prior written consent of the Borrowers Lender in the exercise of its sole and absolute discretion), in the name of GP or in the name of any Borrower or otherwise to take any and all actions with power and authority through its duly authorized officer or officers respect to this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the Proceeds thereof) as GP may so elect from time to time, including, without limitation, actions to (i) endorse any check (if any) for request advances under the proceeds of any Loan US Revolving Loan, and the UK Revolving Loan, apply for and on behalf direct the benefits of each Letters of the Borrowers Credits, and in the name of each of the Borrowers and (i) instruct direct the Lender to disburse or credit the proceeds of any US Revolving Loan or UK Revolving Loan directly to an account of GP, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such US Revolving Loan or UK Revolving Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan. US Revolving Loan or UK Revolving Loan or the benefit of such Letter of Credit, (cii) Each enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower/Guarantor Joinder Supplement, any other Financing Documents, security agreements, mortgages, deposit account agreements, instruments, certificates, waivers, letter of credit applications, releases, documents and agreements from time to time, and (iii) endorse any check or other item of payment in the name of any Borrower or in the name of GP. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Borrowers hereby irrevocably authorizes the Lender to make Loans to any or all of the BorrowersLender, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one of the Persons who are and may be exercised from time to time a Responsible Officer of a Borrower under the provisions of the most recent "Certificate" of corporate resolutions of the Borrowers on file with the Lender and also upon the writtenthrough GP’s duly authorized officer, oral officers or telephone request of any one of the other Person or Persons who are designated by GP to act from time to time a Responsible Officer on behalf of Flanders Corporation under the provisions of the most recent "Certificate" of corporate resolutions and/or incumbency for Flanders Corporation on file with the Lender. (d) GP. The Lender assumes no responsibility or liability for any errors, mistakes, and/or discrepancies in the oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Lender and the Borrowers in connection with the Credit Facilities, any advance of the US Revolving Loan, the Term Loan or UK Revolving Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except and to the extent attributable to the gross negligence or willful misconduct of the Lender. (e) . Without implying any limitation on the joint and several nature of the Obligations, the Lender agrees that, notwithstanding any other provision of this Agreement, the Borrowers may create reasonable inter-company indebtedness between or among the Borrowers with respect to the allocation of the benefits and proceeds of the advances and Credit Facilities under this Agreement; provided, however, that the Lender may from time to time, following notice to the Borrowers (i) require that the proceeds of the Loans be made available to a Borrower only to the extent the aggregate amount of that Borrower's Eligible Receivables and Eligible Inventory exceed that Borrower's aggregate net use of proceeds of the Loans, and (ii) require that the portion of the proceeds of Loans based on that portion of the Borrowing Base which is attributable to a Borrower which is or may be insolvent, may be used only by that Borrower. The Borrowers agree among themselves, and the Lender consents to that agreement, that each Borrower shall have rights of contribution from all of the other Borrowers to the extent such Borrower incurs Obligations in excess of the proceeds of the Loans received by, or allocated to purposes for the direct benefit of, such Borrower. All such indebtedness and rights shall be, and is are hereby agreed by the Borrowers to be, subordinate in priority and payment to the indefeasible repayment in full in cash of the Obligations, and, unless the Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been satisfiedindefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights is of contribution are part of the Collateral of a Borrower who is the creditor and secures secure the Obligations. Each Until this Agreement has been terminated and the Obligations have been paid in full in cash, each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves arising on account of that indebtedness and otherwise. Each No Borrower shall not evidence that the inter-company indebtedness or rights of contribution by note or other instrument, and shall not instrument nor secure that such indebtedness or rights of contribution with any mortgagesLien or security. Notwithstanding anything contained in this Agreement to the contrary, security interests or otherwisethe amount covered by each Borrower under the Obligations (including, even though any such instrument and security without limitation, Section 2.6.8 (Guaranty)) shall be part limited to an aggregate amount (after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Borrower in respect of the CollateralObligations) which, together with other amounts owing by such Borrower to the Lender under the Obligations, is equal to the largest amount that would not be subject to avoidance under the Bankruptcy Code or any applicable provisions of any applicable, comparable state or other Laws.

Borrowers' Representatives. (a) The Borrowers each hereby represent and warrant to the Lender that each of them the Borrowers will derive benefits, directly and indirectly, from each Loan, both in their separate capacity and as a member of the integrated group to which each of the Borrowers belong, because the successful operation of the integrated group is dependent upon the continued successful performance of the functions of the integrated group as a whole. The Borrowers in the discretion of their respective managements are to agree among themselves as to the allocation of the benefits the proceeds of Loans, and the purposes for which such benefits and proceeds will be used so long as any such allocation or purpose is not in violation of this Agreement. (b) For administrative convenience, Flanders Corporation Xxxxx is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting Loans, receiving the proceeds of Loans, and disbursing the proceeds of Loans as between the Borrowers. By reason thereof, Flanders Corporation Xxxxx is hereby irrevocably appointed by each of the Borrowers as the attorney-in-fact of each of the Borrowers with power and authority through its duly authorized officer or officers to (i) endorse any check (if any) for the proceeds of any Loan for and on behalf of each of the Borrowers and in the name of each of the Borrowers and (iii) instruct the Lender to credit the proceeds of any Loan directly to an account of any of the Borrowers which shall evidence the making of such Loan and shall constitute the acknowledgement by each of the Borrowers of the receipt of the proceeds of such Loan. All actions taken by Xxxxx in connection with the Loans and the Financing Documents shall be conclusively presumed to be the joint and several actions of the Borrowers even though Xxxxx may act from time to time in its name alone. (c) Each of the Borrowers hereby irrevocably authorizes the Lender to make Loans to any or all of the Borrowers, Borrowers pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one of the Persons who are is from time to time a Responsible Officer of a Borrower under the provisions of the most recent "Certificate" of corporate resolutions of the Borrowers on file with the Lender and also upon the written, oral or telephone request of any one of the Persons who are is from time to time a Responsible Officer of Flanders Corporation Xxxxx under the provisions of the most recent "Certificate" of corporate resolutions and/or incumbency for Flanders Corporation Xxxxx on file with the Lender. (d) The Lender assumes no responsibility or liability for any errors, mistakes, and/or discrepancies discrepancies, except those involving the Lender's gross negligence or willful misconduct in the oral, telephonic, written or other transmissions of any instructions, orders, requests and confirmations between the Lender and the Borrowers in connection with the Credit Facilities, any Loan or any other transaction in connection with the provisions of this Agreement, except and to the extent attributable to the gross negligence or willful misconduct of the Lender. (e) Without implying any limitation on the joint and several nature of the Obligations, the Lender agrees that, notwithstanding any other provision of this Agreement, the Borrowers may create reasonable inter-inter- company indebtedness between or among the Borrowers with respect to the allocation of the benefits and proceeds of the advances under this Agreement; provided, however, that the Lender may from time to time, following notice to the Borrowers (i) require that the proceeds of the Loans be made available to a Borrower only to the extent the aggregate amount of that Borrower's Eligible Receivables and Eligible Inventory exceed that Borrower's aggregate net use of proceeds of the Loans, and (ii) require that the portion of the proceeds of Loans based on that portion of the Borrowing Base which is attributable to a Borrower which is or may be insolvent, may be used only by that Borrower. The Borrowers agree among themselves, and the Lender consents to that agreement, that each Borrower shall have rights of contribution from all of the other Borrowers to the extent such the Borrower incurs Obligations in excess of the proceeds of the Loans received by, or allocated to purposes for the direct benefit of, such the Borrower. All such indebtedness and rights shall be, and is hereby agreed by the Borrowers to be, subordinate in priority and payment to the indefeasible repayment in full of the Obligations, and, unless the Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been satisfied. The Borrowers agree that all of such indebtedness and rights is are part of the Collateral of a Borrower who is the creditor and secures the Obligations. Each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves arising on account of that indebtedness and otherwise. Each Borrower shall not evidence that indebtedness or rights by note or other instrument, and shall not secure that indebtedness with any mortgages, security interests or otherwise, even though any such instrument and security shall be part of the Collateral.