Common use of Borrowing Agency Provisions Clause in Contracts

Borrowing Agency Provisions. (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each Borrower hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the Borrowers with respect to all matters relating to this Agreement and the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings on behalf of the Borrowers. The Agent and the Lenders may give all notices to any Borrower to Holdings. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrowing Agency Provisions. (a) At Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and 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) sign and endorse notes, (iv) execute and deliver all instruments, documents, applications, security agreements, and other agreements, documents, instruments, certificates, notices, writings and further assurances now or hereafter required hereunder, (v) make elections regarding interest rates, and (vii) otherwise take action under and in connection with this Agreement and the Other Documents, all on behalf of and in the name of such Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of, and of Borrowing Agent. (b) 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, the to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders have agreed to make the Loans to, do so and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangementin consideration thereof, each Borrower hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The indemnifies Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of Holdings to act on behalf damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to all matters relating this Section 15.1 except due to this Agreement and the other Loan Documentsbad faith, whether willful misconduct or gross (not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings on behalf of the Borrowers. The Agent and the Lenders may give all notices to any Borrower to Holdings. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.mere) 65

Borrowing Agency Provisions. (a) At Each Borrower hereby irrevocably designates Borrowing Agent to be its attorney and 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 certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer 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 Other Documents, all on behalf of and in the name such Borrower or Borrowers, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of, and of Borrowing Agent. (b) 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, the to Borrowers and at their request. Neither Agent nor any Lender shall incur liability to Borrowers as a result thereof. To induce Agent and Lenders have agreed to make the Loans to, do so and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangementin consideration thereof, each Borrower hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The indemnifies Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of Holdings to act on behalf damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of Borrowers as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to all matters relating this Section 15.1 except due to this Agreement willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). (c) All Obligations shall be joint and several, and each Borrower shall make payment upon the other Loan Documentsmaturity of the Obligations by acceleration or otherwise, whether and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Agent or not any provision Lender to any Borrower, failure of this Agreement Agent or any Lender to give any Borrower notice of borrowing or any other Loan Documents specifically provides that action may notice, any failure of Agent or shall be taken any Lender to pursue or preserve its rights against any Borrower, the release by Holdings on behalf Agent or any Lender of the Borrowers. The Agent any Collateral now or thereafter acquired from any Borrower, and the Lenders may give all notices to any such agreement by each Borrower to Holdings. Each Borrower agrees that each notice, election, representation pay upon any notice issued pursuant thereto is unconditional and warranty, covenant, agreement and undertaking made on its behalf unaffected by Holdings shall be deemed for all purposes to have been made prior recourse by such Borrower and shall be binding upon and enforceable against such Borrower Agent or any Lender to the same extent as if the same had been made directly by such Borrower.other Borrowers or any

Borrowing Agency Provisions. (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each Borrower hereby Subsidiary Borrower, by becoming a party to this Agreement, irrevocably designates Holdings the Borrower to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Subsidiary Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Subsidiary Borrower’s behalf as may otherwise be exercised by such Subsidiary Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower Subsidiary Borrower, by becoming a party to this Agreement, further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by the Borrower as such agents agent and attorneysattorney-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and Account. The Borrower hereby accepts the appointment to act as agent and attorney in fact for the Subsidiary Borrowers. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings the Borrower to act on behalf of the Subsidiary Borrowers with respect to all matters relating to this Agreement and the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings the Borrower on behalf of the Subsidiary Borrowers. The Agent and the Lenders may give all notices to any the Borrower to Holdingson behalf of the Subsidiary Borrowers. Each Subsidiary Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings the Borrower shall be deemed for all purposes to have been made by such Subsidiary Borrower and shall be binding upon and enforceable against such Subsidiary Borrower to the same extent as if the same had been made directly by such Borrower.

Borrowing Agency Provisions. (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the FMC Borrowers and the FRC Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each FMC Borrower hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of the Loan Documents, and each FRC Borrower hereby irrevocably designates Retail to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable FMC Borrower or FRC Borrower, as the case may be, and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of FMC or FRC, as applicable. Each of Holdings and Retail hereby accepts the appointment to act as agent and attorney in fact for the FMC Borrowers and the FRC Borrowers, as the case may be. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the FMC Borrowers and of Retail to act on behalf of the FRC Borrowers with respect to all matters relating to this Agreement and the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings or Retail on behalf of the FMC Borrowers or the FRC Borrowers. The Agent and the Lenders may give all notices to any FMC Borrower to HoldingsHoldings and to any FRC Borrower to Retail. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings or Retail, as the case may be, shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrowing Agency Provisions. (a) At Each Borrower hereby irrevocably designates the 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, and hereby authorizes the Agent to pay over or credit all Loan proceeds and other Credit Extensions hereunder in accordance with the request ofof the Borrowing Agent. Although they are separate legal entities that observe all corporate and organizational formalities consistent with such separateness, the Borrowers are part of one consolidated organization constituting a single economic and business enterprise and share an identity of interests such that any benefit received by any Borrower benefits the other Borrowers. The handling of this credit facility as a co-borrowing facility in the manner set forth in this Agreement is solely as an accommodation toto the Borrowers and at their request. Neither the Agent, Borrowers, nor any Lender shall incur liability to any Borrower or any other Person as a result thereof. To induce the Agent and the Lenders have agreed to make the Loans to, do so and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangementin consideration thereof, each Borrower hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of indemnifies the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The Agent and each Lender shall be entitled to rely absolutely on and holds the appointment Agent and authorization each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of Holdings to act on behalf damage or injury asserted against the Agent or any Lender by any Person arising from or incurred by reason of the handling of the financing arrangements of the Borrowers as provided herein, reliance by the Agent or any Lender on any request or instruction from the Borrowing Agent or any other action taken by the Agent or any Lender with respect to all matters relating this Section 2.17, except due to this Agreement and willful misconduct or gross negligence of the other Loan Documents, whether or not any provision of this Agreement Agent or any other Loan Documents specifically provides that action may or shall be taken by Holdings on behalf of the Borrowers. The Agent and the Lenders may give all notices to any Borrower to Holdings. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerLender.

Borrowing Agency Provisions. (a) At the request of, and solely as an accommodation to, Borrowers, the Lenders have agreed to make the Loans to, and to issue Letters of Credit for the FMC Borrowers and the FRC Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangement, each FMC Borrower hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of the Loan Documents, and each FRC Borrower hereby irrevocably designates Retail to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable FMC Borrower or FRC Borrower, as the case may be, and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s 's behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of FMC or FRC, as applicable. Each of Holdings and Retail hereby accepts the appointment to act as agent and attorney in fact for the FMC Borrowers and the FRC Borrowers, as the case may be. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the FMC Borrowers and of Retail to act on behalf of the FRC Borrowers with respect to all matters relating to this Agreement and the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings or Retail on behalf of the FMC Borrowers or the FRC Borrowers. The Agent and the Lenders may give all notices to any FMC Borrower to HoldingsHoldings and to any FRC Borrower to Retail. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings or Retail, as the case may be, shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.

Borrowing Agency Provisions. (a) At Each Company hereby irrevocably designates the Company 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 Company, and hereby authorizes Calliope to pay over or credit all loan proceeds hereunder in accordance with the request of, and of the Company Agent. 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 toto the Companies and at their request. Calliope shall not incur any liability to any Company as a result thereof. To induce Calliope to do so and in consideration thereof, Borrowerseach Company hereby indemnifies Calliope and holds Calliope harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Calliope by any Person arising from or incurred by reason of the handling of the financing arrangements of the Companies as provided herein, reliance by Calliope on any request or instruction from the Company Agent or any other action taken by Calliope with respect to this Section 28. All Obligations shall be joint and several, and the Companies shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of the Companies shall in no way be affected by any extensions, renewals and forbearance granted by Calliope to any Company, failure of Calliope to give any Company notice of borrowing or any other notice, any failure of Calliope to pursue to preserve its rights against any Company, the Lenders release by Calliope of any Collateral now or thereafter acquired from any Company, and such agreement by any Company to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Calliope to any Company or any Collateral for such Company's Obligations or the lack thereof. Each Company expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which such Company may now or hereafter have agreed against the other or other Person directly or contingently liable for the Obligations, or against or with respect to make any other's property (including, without limitation, any property which is Collateral for the Loans Obligations), arising from the existence or performance of this Agreement, until all Obligations have been indefeasibly paid in full and this Agreement has been irrevocably terminated. Each Company represents and warrants to Calliope that (i) Companies have one or more common shareholders (or equivalent), directors and officers, (ii) the businesses and corporate activities of the Companies are closely related to, and to issue Letters substantially benefit, the business and corporate activities of Credit for the Borrowers Companies, (iii) the financial and other operations of the Companies are performed on a joint and several combined basis as co-borrowers. In order to facilitate if the co-borrowing arrangementCompanies constituted a consolidated corporate group, each Borrower hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of (iv) the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Borrower and to exercise such powers under Companies will receive a substantial economic benefit from entering into this Agreement and will receive a substantial economic benefit from the other application of each Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrowerhereunder, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the Borrowers with respect to all matters relating to this Agreement and the other Loan Documentscase, whether or not such amount is used directly by any provision Company and (v) all requests for Loans hereunder by the Company Agent are for the exclusive and indivisible benefit of the Companies as though, for purposes of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings on behalf of Agreement, the Borrowers. The Agent and the Lenders may give all notices to any Borrower to Holdings. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such BorrowerCompanies constituted a single entity.

Borrowing Agency Provisions. Each Loan Party hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity to (ai) At 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 certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer 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 Other Documents, all on behalf of and in the name such Loan Party or Loan Parties, and hereby authorizes Administrative Agent to pay over or credit all loan proceeds hereunder in accordance with the request of, and of Borrowing Agent. 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, the to Loan Parties and at their request. Neither Administrative Agent nor any Lender shall incur liability to Loan Parties as a result thereof. To induce Administrative Agent and Lenders have agreed to make the Loans to, do so and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangementin consideration thereof, each Borrower Loan Party hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of indemnifies the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The Administrative Agent and each Lender shall be entitled to rely absolutely on and holds the appointment Administrative Agent and authorization each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of Holdings to act on behalf damage or injury asserted against Administrative Agent or any Lender by any Person arising from or incurred by reason of the Borrowers handling of the financing arrangements of Loan Parties as provided herein, reliance by Administrative Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Administrative Agent or any Lender with respect to all matters relating this Section 15.1 except due to this Agreement willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). All Obligations shall be joint and several, and each Loan Party shall make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation and liability on the part of each Loan Party shall in no way be affected by any extensions, renewals and forbearance granted by Administrative Agent or any Lender to any Loan Party, failure of Administrative Agent or any Lender to give any Loan Party notice of borrowing or any other notice, any failure of Administrative Agent or any Lender to pursue or preserve its rights against any Loan Party, the release by Administrative Agent or any Lender of any Collateral now or thereafter acquired from any Loan Party, and such agreement by each Loan Party to pay upon any notice issued pursuant thereto is unconditional and unaffected by prior recourse by Administrative 115 Agent or any Lender to the other Loan Documents, whether or not any provision of this Agreement Parties or any other Collateral for such Loan Documents specifically provides that action may Party’s Obligations or shall be taken by Holdings on behalf of the Borrowers. The Agent and the Lenders may give all notices to any Borrower to Holdingslack thereof. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for Loan Party waives all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowersuretyship defenses.

Borrowing Agency Provisions. (a) At 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, and hereby authorizes Bank to pay over or credit all loan proceeds hereunder in accordance with the request of, and of Borrowing Agent. 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, the Lenders have agreed to make the Loans to, Borrowers and at their request. Bank shall incur no liability to issue Letters of Credit for the Borrowers on as a joint result thereof. To induce Bank to do so and several basis as co-borrowers. In order to facilitate the co-borrowing arrangementin consideration thereof, each Borrower hereby irrevocably designates Holdings to be its agent indemnifies Bank and attorney-in-fact for purposes holds Bank harmless from and against any and all liabilities, expenses, losses, damages and claims of damage or injury asserted against Bank by any Person arising from or incurred by reason of the Loan Documentshandling of the financing arrangements of Borrowers as provided herein, reliance by Bank on any request or instruction from Borrowing Agent or any other action taken by Bank with respect to this Section 18 except due to willful misconduct or gross negligence by the indemnified party. All agreements, covenants, conditions and provisions of this Agreement shall be the joint and several obligation of each Borrower, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf Borrower shall make payment upon the maturity of the applicable Bank Indebtedness by acceleration or otherwise, and such obligation and liability on the part of each Borrower shall in no way be affected by any extensions, renewals and forbearance granted by Bank to exercise any Borrower, failure of Bank to give any Borrower notice of borrowing or any other notice, any failure of Bank to pursue or preserve its rights against any Borrower, the release by Bank of any Collateral now or hereafter acquired from any Borrower, and such powers under this Agreement agreement by each Borrower to pay upon any notice issued pursuant hereto is unconditional and unaffected by prior recourse by Bank to the other Loan Documents on Borrowers or any Collateral for such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by Bank Indebtedness or the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunderlack thereof. Each Borrower further irrevocably authorizes the Agent to act on waives all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization of Holdings to act on behalf of the Borrowers with respect to all matters relating to this Agreement and the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or shall be taken by Holdings on behalf of the Borrowers. The Agent and the Lenders may give all notices to any Borrower to Holdings. Each Borrower agrees that each notice, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrowersuretyship defenses.

Borrowing Agency Provisions. (a) At Each Loan Party hereby irrevocably designates Borrowing Agent to be its attorney and agent and in such capacity 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 certificates, notice, writings and further assurances now or hereafter required hereunder, (vi) make elections regarding interest rates, (vii) give instructions regarding Letters of Credit and agree with Issuer 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 Other Documents, all on behalf of and in the name such Loan Party or Loan Parties, and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in accordance with the request of, and of Borrowing Agent. (b) 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, the to Loan Parties and at their request. Neither Agent nor any Lender shall incur liability to Loan Parties as a result thereof. To induce Agent and Lenders have agreed to make the Loans to, do so and to issue Letters of Credit for the Borrowers on a joint and several basis as co-borrowers. In order to facilitate the co-borrowing arrangementin consideration thereof, each Borrower Loan Party hereby irrevocably designates Holdings to be its agent and attorney-in-fact for purposes of the Loan Documents, and each of them hereby irrevocably authorizes such agent in such capacity to take such actions on behalf of the applicable Borrower and to exercise such powers under this Agreement and the other Loan Documents on such Borrower’s behalf as may otherwise be exercised by such Borrower, together with such powers as are incidental thereto, including without limitation to borrow Loans, to execute and deliver Notices of Borrowing, Notices of Conversion/Continuation, requests for Letters of Credit, Borrowing Base Certificates and such other documents, instruments and certificates required by the Loan Documents in connection with any Borrowing or repayment of the Loans, to borrow, repay, reborrow, convert and continue Loans and to receive proceeds of Loans and to give all other notices and consents hereunder. Each Borrower further irrevocably authorizes the Agent to act on all such documents, instruments and certificates delivered by such agents and attorneys-in-fact, and to pay over and credit the proceeds of any Loans so requested to the Designated Account of Holdings and hereby accepts the appointment to act as agent and attorney in fact for the Borrowers. The indemnifies Agent and each Lender shall be entitled to rely absolutely on the appointment and authorization holds Agent and each Lender harmless from and against any and all liabilities, expenses, losses, damages and claims of Holdings to act on behalf damage or injury asserted against Agent or any Lender by any Person arising from or incurred by reason of the Borrowers handling of the financing arrangements of Loan Parties as provided herein, reliance by Agent or any Lender on any request or instruction from Borrowing Agent or any other action taken by Agent or any Lender with respect to all matters relating this Section 15.1 except due to this Agreement willful misconduct or gross (not mere) negligence by the indemnified party (as determined by a court of competent jurisdiction in a final and the other Loan Documents, whether or not any provision of this Agreement or any other Loan Documents specifically provides that action may or non-appealable judgment). (c) All Obligations shall be taken by Holdings on behalf joint and several, and each Loan Party shall make payment upon the maturity of the Borrowers. The Agent Obligations by acceleration or otherwise, and such obligation and liability on the Lenders may give all notices to part of each Loan Party shall in no way be affected by any Borrower to Holdings. Each Borrower agrees that each noticeextensions, election, representation and warranty, covenant, agreement and undertaking made on its behalf by Holdings shall be deemed for all purposes to have been made by such Borrower and shall be binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower.renewals