Common use of Borrowers' Representatives Clause in Contracts

Borrowers' Representatives. The Borrowers hereby represent and warrant to the Administrative 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 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 would 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 Loans, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent as such Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent in the exercise of its sole and absolute discretion), in the name of the Parent or in the name of such Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds thereof) as the Parent may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent to disburse or credit the proceeds of any Loan directly to an account of the Parent, any one or more of the Borrowers or otherwise, which direction 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 or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such Borrower or in the name of the Parent. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative Agent, and may be exercised from time to time through the Parent's duly authorized officer, officers or other Person or Persons designated by the Parent to act from time to time on behalf of the Parent. Each of the Borrowers hereby irrevocably authorizes each of the Lenders to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued 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 any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent and also 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 Administrative Agent. Neither the Administrative 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 Administrative Agent and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender 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 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 would 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 Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent General Physics as such Borrower's ’s attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent General Physics or in the name of such Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent General Physics may so elect from time to time, including, without limitation, actions to (i) request advances under the LoansLoan, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the ParentGeneral Physics, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such Borrower or in the name of the ParentGeneral Physics. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the Parent's General Physics’ duly authorized officer, officers or other Person or Persons designated by the Parent General Physics to act from time to time on behalf of the ParentGeneral Physics. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent Lender to issue or cause to be issued 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 or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 General Physics under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent General Physics on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.4.10 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers Borrower to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender 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 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 would 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 Loans, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent Company as such the Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent Company or in the name of such the Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds thereof) as the Parent Company may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the ParentCompany, any one or more of the Borrowers or otherwise, which direction 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 or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional additional Borrower Joinder Supplementjoinder 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 such the Borrower or in the name of the ParentCompany. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the ParentCompany's duly authorized officer, officers or other Person or Persons designated by the Parent Company to act from time to time on behalf of the ParentCompany. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent Lender to issue or cause to be issued 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 any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 Company under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent Company on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders assumes The Lender does not assume 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders Lender in connection with the Credit Facilities, any Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender 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 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 would be obtainable by the Borrowers individually, and (b) the this financing has enabled a certain purchase agreement transaction and (c) 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 Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints Argan as the Parent as such Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent Argan or in the name of such any Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent Argan may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for Loan and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the Parent, Argan any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of CreditLoan, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such the Borrower or in the name of the ParentArgan. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the ParentArgan's duly authorized officer, officers or other Person or Persons designated by the Parent Argan to act from time to time on behalf of the ParentArgan. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued Letters of Credit for the account of any or all of the Borrowers, Borrowers pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 Argan under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent Argan on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders The Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit Loan or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.3.8 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders 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 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 would 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 UK Revolving Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent GP as such Borrower's ’s attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent GP or in the name of such any Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent GP may so elect from time to time, including, without limitation, actions to (i) request advances under the LoansUS Revolving Loan, and the UK Revolving Loan, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any US Revolving Loan or UK Revolving Loan directly to an account of the ParentGP, 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 US Revolving Loan or UK Revolving Loan or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such any Borrower or in the name of the ParentGP. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the Parent's GP’s duly authorized officer, officers or other Person or Persons designated by the Parent GP to act from time to time on behalf of the ParentGP. Each of the Borrowers hereby irrevocably authorizes each of the Lenders to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued 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 any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent and also 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 Administrative Agent. Neither the Administrative Agent nor any of the Lenders The Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders 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 to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not instrument nor secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.6.8 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers Borrower to the Administrative Agent and the Lenders 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. (i) The Borrowers Borrower hereby represent represents and warrant warrants to the Administrative Agent and the Lenders that the Borrower and each of them Subsidiary Guarantor will derive benefits, directly and indirectly, from each Letter of Credit, from each Bond Letter of Credit and from each Loan, both in their separate capacity and as a member of the integrated group to which the Borrower and each of the Borrowers belong Subsidiary Guarantor belongs and because (i) 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 (aii) this financing enabled the PackerWare Merger Transaction and the Venture Stock Purchase Merger/Transaction and is enabling the Norwich Stock Purchase Transaction, (iii) the terms of the consolidated financing provided under this Agreement are more favorable than would otherwise would be obtainable by the Borrowers Borrower, Xxxxx UK, Norwich and any Subsidiary Guarantor individually, and (biv) the Borrowers' Borrower's 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 Loans, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent as such Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent in the exercise of its sole and absolute discretion), in the name of the Parent or in the name of such Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds thereof) as the Parent may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent to disburse or credit the proceeds of any Loan directly to an account of the Parent, any one or more of the Borrowers or otherwise, which direction 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 or the benefit of such Letter of Credit, financings. (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional The Borrower 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 such Borrower or in the name of the Parent. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative Agent, and may be exercised from time to time through the Parent's duly authorized officer, officers or other Person or Persons designated by the Parent to act from time to time on behalf of the Parent. Each of the Borrowers hereby irrevocably authorizes each of the Lenders to make Loans to any one or more all of the BorrowersBorrower, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued Letters of Credit and Bond Letters of Credit for the account of any or all of the BorrowersBorrower, pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one or more of the Persons who is from time to time a Responsible Officer of a the Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers Borrower on file with the Administrative Agent and also 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 Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent Borrower on file with the Administrative Agent. Neither Xxxxx UK and Norwich each hereby irrevocably authorizes NationsBank to make Loans to Xxxxx UK and/or Norwich, pursuant to the Administrative 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 Xxxxx UK or Norwich under the provisions of the most recent certificate of corporate resolutions of Xxxxx UK or Norwich on file with NationsBank and also upon the written, oral or telephone request of any one of the Persons who is from time to time a Responsible Officer of Xxxxx UK or Norwich under the provisions of the most recent certificate of corporate resolutions and/or incumbency for Xxxxx UK or Norwich on file with NationsBank. (iii)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 Administrative Agent or NationsBank and the Borrowers Borrower, Xxxxx UK and/or Norwich or the Administrative Agent or NationsBank and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit, any Bond Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result for acts of gross negligence or willful misconduct by the Administrative Agent or any Lenderand gross negligence. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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.B)

Borrowers' Representatives. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender 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 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 would be obtainable by the Borrowers individually, and (b) this financing is enabling the Purchase Agreement Transaction and (c) 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 Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints Puroflow as the Parent as such Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent Puroflow or in the name of such the Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent Puroflow may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for Loan and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the Parent, Puroflow any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of CreditLoan, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such the Borrower or in the name of the ParentPuroflow. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the ParentPuroflow's duly authorized officer, officers or other Person or Persons designated by the Parent Puroflow to act from time to time on behalf of the ParentPuroflow. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued Letters of Credit for the account of any or all of the Borrowers, Borrowers pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 Puroflow under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent Puroflow on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders The Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit Loan or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.3.8 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from each Letter of Credit and from each advance of the Revolving Loan, both in their separate capacity and as a member of the integrated group to which each of the Borrowers 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 would 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 Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent GP as such Borrower's ’s attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent GP or in the name of such Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent GP may so elect from time to time, including, without limitation, actions to (i) request advances under the LoansLoan, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the ParentGP, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such Borrower or in the name of the ParentGP. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the Parent's GP’s duly authorized officer, officers or other Person or Persons designated by the Parent GP to act from time to time on behalf of the ParentGP. Each of the Borrowers hereby irrevocably authorizes each Lender to make advances of the Lenders to make Loans Revolving Loan to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent Lender to issue or cause to be issued 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 or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 GP under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent GP on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any advance of the Revolving Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure the Obligations. 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 Borrower shall not evidence the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.5.8 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers Borrower to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from each Letter of Credit and from each advance of the Revolving Loan, both in their separate capacity and as a member of the integrated group to which each of the Borrowers 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 would 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 Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent GP as such Borrower's ’s attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent GP or in the name of such Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent GP may so elect from time to time, including, without limitation, actions to (i) request advances under the LoansLoan, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the ParentGP, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such Borrower or in the name of the ParentGP. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the Parent's GP’s duly authorized officer, officers or other Person or Persons designated by the Parent GP to act from time to time on behalf of the ParentGP. Each of the Borrowers hereby irrevocably authorizes each Lender to make advances of the Lenders to make Loans Revolving Loan to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent Lender to issue or cause to be issued 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 or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 GP under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent GP on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any advance of the Revolving Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.4.9 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers Borrower to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from each Letter of advance under the Revolving Credit and from each LoanFacility, 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 would 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 Loanseach advance made under the Revolving Credit, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent Company as such the Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent Company or in the name of such any Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds thereof) as the Parent Company may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for and direct the benefits of Letters of CreditsRevolving Credit, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan advance made under the Revolving Credit directly to an account of the ParentCompany, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan advance under the Revolving Credit and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or advance under the benefit of such Letter of Revolving Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such the Borrower or in the name of the ParentCompany. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the ParentCompany's duly authorized officer, officers or other Person or Persons designated by the Parent Company to act from time to time on behalf of the ParentCompany. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender (in its sole discretion) to make Loans advances under the Revolving Credit to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued Letters of Credit for the account of any or all of the Borrowers, Company pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one or more of the Persons who is from time to time a Responsible Officer of a Borrower the Company under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers Company on file with the Administrative Agent and also 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 Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders The Lender assumes any no responsibility or liability for any errors, mistakes, and/or discrepancies (other than those due solely to 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of advance under the Revolving Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 Revolving Credit received by, or allocated to purposes for the direct benefit of, such Borrower. All such indebtedness and rights shall be, and 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure the Obligations. Each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves the Borrowers arising on account of that indebtedness and otherwise. Each Borrower shall not evidence the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.3.12 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender that each of them will derive benefits, directly and indirectly, from each Letter of advance under the Revolving Credit and from each LoanFacility, 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 would 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 proceeds of each advance made under the Revolving Credit and the benefits of Letters of Credit and the proceeds of LoansCredit, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent Company as such the Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent Company or in the name of such any Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent Company may so elect from time to time, including, without limitation, actions to (i) request advances under the LoansRevolving Credit, apply for and direct the benefits of Letters of CreditsCredit, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan advance made under the Revolving Credit directly to an account of the ParentCompany, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan advance under the Revolving Credit and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or advance under the Revolving Credit and the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such the Borrower or in the name of the ParentCompany. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the ParentCompany's duly authorized officer, officers or other Person or Persons designated by the Parent Company to act from time to time on behalf of the ParentCompany. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender (in its sole discretion) to make Loans to any one or more all of advances under the Borrowers, Revolving Credit and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued Letters of Credit for the account of any or all of the Borrowers, to the Company pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one or more of the Persons who is from time to time a Responsible Officer of a Borrower the Company under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers Company on file with the Administrative Agent and also 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 Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders The Lender assumes any no responsibility or liability for any errors, mistakes, and/or discrepancies (other than those due solely to 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 Revolving Credit received by, or allocated to purposes for the direct benefit of, such Borrower. All such indebtedness and rights shall be, and 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure the Obligations. Each Borrower hereby waives all rights of counterclaim, recoupment and offset between or among themselves the Borrowers arising on account of that indebtedness and otherwise. Each Borrower shall not evidence the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.3.11 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender 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 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 would be obtainable by the Borrowers individually, and (b) the this financing has enabled a certain purchase agreement transaction and (c) 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 Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent Argan as such Borrower's each Borrowers attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent Argan or in the name of such any Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent Argan may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for Loan and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the Parent, Argan any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of CreditLoan, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such any Borrower or in the name of the ParentArgan. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the Parent's Argan’s duly authorized officer, officers or other Person or Persons designated by the Parent Argan to act from time to time on behalf of the ParentArgan. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued Letters of Credit for the account of any or all of the Borrowers, Borrowers pursuant to the provisions of this Agreement upon the written, oral or telephone request of any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 Argan under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent Argan on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders The Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.5.8 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders that each of them will derive benefits, directly and indirectly, from each Letter of Credit Credit, each Citizens 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 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) this financing is enabling the AK Purchase Agreement Transaction and any Permitted Acquisition, (b) the terms of the consolidated financing provided under this Agreement are more favorable than would otherwise would be obtainable by the Borrowers individually, and (bc) 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 Loans, ; provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent VSE as such each Borrower's ’s attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent in the exercise of its sole and absolute discretion), in the name of the Parent VSE or in the name of such the Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent VSE may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent to disburse or credit the proceeds of any Loan directly to an account of the ParentVSE, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of Credit or Citizens Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such the Borrower or in the name of the ParentVSE. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative Agent, and may be exercised from time to time through the Parent's VSE’s duly authorized officer, officers or other Person or Persons designated by the Parent VSE to act from time to time on behalf of the ParentVSE. Each of the Borrowers hereby irrevocably authorizes each of the Lenders to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued 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 or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent and also 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 VSE under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent VSE on file with the Administrative Agent. Neither the Administrative 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 Administrative Agent and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit Credit, any Citizens Letter of Credit, or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.7.11 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. 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 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 Administrative Agent and the DIP Lenders 29 that each of them will derive benefits, directly and indirectly, from the proceeds of each Letter of Credit and from each DIP Loan, both in their its separate capacity and as a member of the integrated group to which each of the Borrowers belong and because belong, 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. For administrative convenience, because GC Companies, Inc. is hereby irrevocably appointed by each of the Borrowers as agent for each of the Borrowers for the purpose of requesting DIP Loans hereunder from the DIP Lenders, receiving the benefits of the proceeds of such Loans and disbursing the proceeds of such Loans among the Borrowers. By reason thereof, 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 (a) endorse any check (if any) for the terms proceeds of any DIP Loan for and on behalf of each of the consolidated financing provided under this Agreement are more favorable than would otherwise would be obtainable by Borrowers and in the Borrowers individuallyname of each of the Borrowers, and (b) instruct 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 DIP Lenders 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 Loans, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints the Parent as such Borrower's attorney-in-fact, with power of substitution (with the prior written consent of the Administrative Agent in the exercise of its sole and absolute discretion), in the name of the Parent or in the name of such Borrower or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds thereof) as the Parent may so elect from time to time, including, without limitation, actions to (i) request advances under the Loans, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent to disburse or credit the proceeds of any Loan directly to an a banking account of the Parent, any one or more of the Borrowers or otherwise, which direction 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 or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such Borrower or in the name of the ParentLoan. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative Agent, and may be exercised from time to time through the Parent's duly authorized officer, officers or other Person or Persons designated by the Parent to act from time to time on behalf of the Parent. Each of the Borrowers hereby irrevocably authorizes each of the DIP Lenders to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent to issue or cause to be issued 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 any one or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent and also 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 Administrative Agent. Neither the Administrative Agent nor any of the Lenders assumes any 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 Administrative Agent DIP Lenders and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit DIP Loans or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 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 Administrative Agent agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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. The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders Lender 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 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 would 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 Loan, provided, however, that the Borrowers shall be deemed to have represented and warranted to the Administrative Agent and the Lenders Lender at the time of allocation that each benefit and use of proceeds is a Permitted Use. For administrative convenience, each Borrower hereby irrevocably appoints Versar as the Parent as such Borrower's Borrowers’ attorney-in-fact, with power of substitution (with the prior 57 written consent of the Administrative Agent Lender in the exercise of its sole and absolute discretion), in the name of the Parent Versar or in the name of such Borrower the Borrowers or otherwise to take any and all actions with respect to the this Agreement, the other Financing Documents, the Obligations and/or the Collateral (including, without limitation, the proceeds Proceeds thereof) as the Parent Versar may so elect from time to time, including, without limitation, actions to (i) request advances under the LoansLoan, apply for and direct the benefits of Letters of Credits, and direct the Administrative Agent Lender to disburse or credit the proceeds of any Loan directly to an account of the ParentVersar, any one or more of the Borrowers or otherwise, which direction shall evidence the making of such Loan and shall constitute the acknowledgement acknowledgment by each of the Borrowers of the receipt of the proceeds of such Loan or the benefit of such Letter of Credit, (ii) enter into, execute, deliver, amend, modify, restate, substitute, extend and/or renew this Agreement, any Additional Borrower 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 such Borrower the Borrowers or in the name of the ParentVersar. The foregoing appointment is coupled with an interest, cannot be revoked without the prior written consent of the Administrative AgentLender, and may be exercised from time to time through the Parent's Versar’s duly authorized officer, officers or other Person or Persons designated by the Parent Versar to act from time to time on behalf of the ParentVersar. Each of the Borrowers hereby irrevocably authorizes each of the Lenders Lender to make Loans to any one or more all of the Borrowers, and hereby irrevocably authorizes the Administrative Agent Lender to issue or cause to be issued 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 or more of the Persons who is from time to time a Responsible Officer of a Borrower under the provisions of the most recent certificate of corporate resolutions and/or incumbency of the Borrowers on file with the Administrative Agent Lender and also 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 Versar under the provisions of the most recent certificate of corporate resolutions and/or incumbency for the Parent Versar on file with the Administrative AgentLender. Neither the Administrative Agent nor any of the Lenders The Lender assumes any 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 Administrative Agent Lender and the Borrowers or the Administrative Agent and any of the Lenders in connection with the Credit Facilities, any Loan, any Letter of Credit or any other transaction in connection with the provisions of this Agreement, except to the extent any such errors, mistakes and/or discrepancies are the proximate result of gross negligence or willful misconduct by the Administrative Agent or any Lender. Without implying any limitation on the joint and several nature of the Obligations, the Lenders agree 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. The Borrowers agree among themselves, and the Administrative Agent and the Lenders consent 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 Loan received by, or allocated to purposes for the direct benefit of, such Borrower. All such indebtedness and rights shall be, and 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 Administrative Agent Lender agrees in writing otherwise, shall not be exercised or repaid in whole or in part until all of the Obligations have been indefeasibly paid in full in cash. The Borrowers agree that all of such inter-company indebtedness and rights of contribution are part of the Collateral and secure 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 the inter-company indebtedness or rights of contribution by note or other instrument, and shall not secure such indebtedness or rights of contribution with any Lien or security. Notwithstanding anything contained in this Agreement to the contrary, the amount covered by each Borrower under the Obligations (including, without limitation, Section 2.3.8 (Guaranty)) shall be 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 Obligations) which, together with other amounts owing by such Borrowers to the Administrative Agent and the Lenders 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.