BINDING UPON ALL LENDERS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
AGENT SHALL HAVE THE SOLE AND EXCLUSIVE AUTHORITY TO (A) ACT AS THE DISBURSING
AND COLLECTING AGENT FOR LENDERS WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS
ARISING IN CONNECTION WITH THE LOAN DOCUMENTS; (B) EXECUTE AND DELIVER AS AGENT
EACH LOAN DOCUMENT, INCLUDING ANY INTERCREDITOR OR SUBORDINATION AGREEMENT, AND
ACCEPT DELIVERY OF EACH LOAN DOCUMENT FROM ANY OBLIGOR OR OTHER PERSON; (C) ACT
AS COLLATERAL AGENT FOR SECURED PARTIES FOR PURPOSES OF PERFECTING AND
ADMINISTERING LIENS UNDER THE LOAN DOCUMENTS, AND FOR ALL OTHER PURPOSES STATED
THEREIN; (D) MANAGE, SUPERVISE OR OTHERWISE DEAL WITH COLLATERAL; (E) CONSENT TO
THE ADDITION OF OBLIGORS ON SCHEDULE 1.1(B) TO THE DISCLOSURE LETTER AS
CONTEMPLATED IN THE DEFINITION OF RECEIVABLES PURCHASE FACILITY AND (F) TAKE ANY
ENFORCEMENT ACTION OR OTHERWISE EXERCISE ANY RIGHTS OR REMEDIES WITH RESPECT TO
ANY COLLATERAL UNDER THE LOAN DOCUMENTS, APPLICABLE LAW OR OTHERWISE.
THE
DUTIES OF AGENT SHALL BE MINISTERIAL AND ADMINISTRATIVE IN NATURE, AND AGENT
SHALL NOT HAVE A FIDUCIARY RELATIONSHIP WITH ANY LENDER, SECURED PARTY,
PARTICIPANT OR OTHER PERSON, BY REASON OF ANY LOAN DOCUMENT OR ANY TRANSACTION
RELATING THERETO.
AGENT ALONE SHALL BE AUTHORIZED TO DETERMINE WHETHER ANY
ACCOUNTS OR INVENTORY CONSTITUTE ELIGIBLE ACCOUNTS OR ELIGIBLE INVENTORY, OR
WHETHER TO IMPOSE OR RELEASE ANY RESERVE, AND TO EXERCISE ITS CREDIT JUDGMENT IN
CONNECTION THEREWITH, WHICH DETERMINATIONS AND JUDGMENTS, IF EXERCISED IN GOOD
FAITH, SHALL EXONERATE AGENT FROM LIABILITY TO ANY LENDER OR OTHER PERSON FOR
ANY ERROR IN JUDGMENT.
FOR THE PURPOSES OF CREATING A SOLIDARITÉ ACTIVE IN
98
ACCORDANCE WITH ARTICLE 1541 OF THE CIVIL CODE OF QUÉBEC BETWEEN AGENT, ON THE
ONE HAND, AND EACH OTHER SECURED PARTY, TAKEN INDIVIDUALLY ON THE OTHER HAND,
EACH OBLIGOR AND EACH SUCH SECURED PARTY ACKNOWLEDGE AND AGREE WITH AGENT THAT
SUCH SECURED PARTY AND AGENT ARE HEREBY CONFERRED THE LEGAL STATUS OF SOLIDARY
CREDITORS OF EACH SUCH OBLIGOR IN RESPECT OF ALL OBLIGATIONS OWED BY EACH SUCH
OBLIGOR TO AGENT AND SUCH SECURED PARTY HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS (COLLECTIVELY, THE "SOLIDARY CLAIM") AND THAT, ACCORDINGLY, BUT
SUBJECT (FOR THE AVOIDANCE OF DOUBT) TO ARTICLE 1542 OF THE CIVIL CODE OF
QUÉBEC, EACH SUCH OBLIGOR IS IRREVOCABLY BOUND TOWARDS AGENT AND EACH OTHER
SECURED PARTY IN RESPECT OF THE ENTIRE SOLIDARY CLAIM OF AGENT AND SUCH.
AS A
RESULT OF THE FOREGOING, THE PARTIES HERETO ACKNOWLEDGE THAT AGENT AND EACH
OTHER SECURED PARTY SHALL AT ALL TIMES HAVE A VALID AND EFFECTIVE RIGHT OF
ACTION FOR THE ENTIRE SOLIDARY CLAIM OF AGENT AND SUCH SECURED PARTY AND THE
RIGHT TO GIVE FULL ACQUITTANCE FOR IT.
ACCORDINGLY, AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AGENT, AS SOLIDARY CREDITOR WITH EACH OTHER SECURED
PARTY, SHALL AT ALL TIMES HAVE A VALID AND EFFECTIVE RIGHT OF ACTION IN RESPECT
OF THE SOLIDARY CLAIM AND THE RIGHT TO GIVE A FULL ACQUITTANCE FOR SAME.
BY ITS
EXECUTION OF THE LOAN DOCUMENTS TO WHICH IT IS A