Borrowing Agency. (a) Each Borrower hereby irrevocably designates Borrower Agent to be its agent and in such capacity, whether verbally, in writing or through electronic methods (including, without limitation, an Approved Electronic Communication), to (i) borrow, (ii) request advances, (iii) request the issuance of Letters of Credit, (iv) sign and endorse notes, (v) execute and deliver all instruments, documents, applications, security agreements, reimbursement agreements and letter of credit agreements for Letters of Credit and all other agreements, documents, instruments, certificates, notices and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuing Lender upon any amendment, extension or renewal of any Letter of Credit and (viii) otherwise take action under and in connection with this Agreement and the Loan Documents, all on behalf of and in the name of such Borrower or the Borrowers, and hereby authorizes Administrative Agent to pay over or credit all loan proceeds hereunder in accordance with the request of Borrower Agent.
(b) The handling of this credit facility as a co-borrowing facility with a Borrower Agent in the manner set forth in this Agreement is solely as an accommodation to the Borrowers and at their request. Neither Administrative Agent nor any Lender shall incur liability to the Borrowers as a result thereof. To induce Administrative Agent and Lenders to do so and in consideration thereof, each Borrower hereby indemnifies Administrative Agent and each Lender and holds Administrative Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Administrative Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Loan Parties as provided herein, reliance by Administrative Agent or any Lender on any request or instruction from Borrower Agent or any other action taken by Administrative Agent or any Lender with respect to this Section 13.26 except due to willful misconduct or gross negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment or order).
(c) All Obligations shall be joint and several, and each Borrower shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and...
Borrowing Agency. Each Borrower (other than the BVI Borrower) hereby irrevocably appoints the BVI Borrower as its agent, attorney-in-fact and representative for the purpose of (A) the giving and receipt of notices by and to the Borrowers under this Agreement and any other Loan Document, (B) the delivery of all documents, reports, financial statements and written materials required to be delivered by the Borrowers under this Agreement and any other Loan Documents and (C) all other purposes incidental to any of the foregoing; each such Borrower hereby agrees that any action taken by the BVI Borrower as its agent, attorney-in-fact and representative shall be binding upon such Borrower to the same extent as if directly taken by it.
Borrowing Agency. (1) Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to borrow, sign and endorse notes, and execute and deliver all instruments, documents, writings and further assurances now or hereafter required hereunder, on behalf of such Borrower or Borrowers, and hereby authorizes the Lender to pay over or credit all loan proceeds hereunder in accordance with the request of Borrowing Agent.
(2) The handling of this credit facility as a co-borrowing facility with a borrowing agent in the manner set forth in this Agreement is solely as an accommodation to Borrowers and at their request. Lender shall not incur liability to any Borrower as a result thereof. To induce Lender to do so and in consideration thereof, each Borrower hereby indemnifies Lender and holds Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Lender on any request or instruction from Borrowing Agent or any other action taken by Lender with respect to this Section 9.15 except due to willful misconduct or gross (not mere) negligence by the indemnified party.
Borrowing Agency. 51
(a) Borrowing Agency Provisions.......................................51 (b) Subordination.....................................................51
Borrowing Agency. 138136
15.1 Borrowing Agency Provisions. 138136
15.2 Waiver of Subrogation 139136
Borrowing Agency. 116118 15.1. Borrowing Agency Provisions 116118 15.2. Waiver of Subrogation 117118 15.3. Common Enterprise 117119 XVI.
Borrowing Agency. 74 Exhibit 8.1(j) - Form of Officer's Certificate...
Borrowing Agency. 59 AError! Bookmark not defined. Annex 1 Commitment Transfer Supplement..................................63 Schedule I to Commitment Transfer Supplement.......................69 Schedule II to Commitment Transfer Supplement......................70 Annex 2 Subsidiaries....................................................71 B3:112290.1 -------------------------------------------------------------------------------- THIS AGREEMENT is dated as of 12th December, 1997 between:
Borrowing Agency. 95 15.1. Borrowing Agency Provisions. 95 15.2. Waiver of Subrogation 96 XVI. MISCELLANEOUS. 96 16.1. Governing Law 96 16.2. Entire Understanding. 96 16.3. Successors and Assigns; Participations; New Lenders. 99 16.4. Application of Payments 101 16.5. Indemnity 101 16.6. Notice 101 16.7. Survival 103 16.8. Severability 103 16.9. Expenses 103 16.10. Injunctive Relief 104 16.11. Consequential Damages 104 16.12. Captions 104 16.13. Counterparts; Facsimile Signatures 104 16.14. Construction 104 16.15. Confidentiality; Sharing Information 104 16.16. Publicity 105 16.17. Certifications From Banks and Participants; US PATRIOT Act 105 16.18. Credit Parties 105 16.19. UK and Canadian Law 105 Exhibits
(a) Revolving Credit Note
(b) Financial Projections
Borrowing Agency. 144138
15.1 Borrowing Agency Provisions. 144138
15.2 Waiver of Subrogation 145139 XVI. MISCELLANEOUS. 145139
16.1 Governing Law 145139
16.2 Entire Understanding. 145139
16.3 Successors and Assigns; Participations; New Lenders. 148142
16.4 Application of Payments 151144
16.5 Indemnity 151144
16.6 Notice 153146 16.7 Survival 154147
