THE EXPRESS BENEFIT OF EACH BORROWER
AS WELL AS LENDER, AND MAY BE ENFORCED INDEPENDENTLY BY EACH BORROWER OR ANY
SUCCESSOR IN INTEREST TO EACH BORROWER.
14-21.
FINANCING STATEMENTS.
BORROWERS HEREBY IRREVOCABLY AUTHORIZE LENDER
AT ANY TIME AND FROM TIME TO TIME TO FILE IN ANY UNIFORM COMMERCIAL CODE
JURISDICTION ANY INITIAL FINANCING STATEMENTS AND AMENDMENTS THERETO THAT (A)
INDICATE THE COLLATERAL (I) AS ALL ASSETS OF BORROWER OR WORDS OF SIMILAR
EFFECT, REGARDLESS OF WHETHER ANY PARTICULAR ASSET COMPRISED IN THE COLLATERAL
FALLS WITHIN THE SCOPE OF ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE OF SUCH
JURISDICTION, OR (II) AS BEING OF AN EQUAL OR LESSER SCOPE OR WITH GREATER
DETAIL, AND (B) CONTAIN ANY OTHER INFORMATION REQUIRED BY THE UNIFORM COMMERCIAL
CODE FOR THE SUFFICIENCY OR FILING OFFICE ACCEPTANCE OF ANY FINANCING STATEMENT
OR AMENDMENT, INCLUDING (I) WHETHER BORROWER IS AN ORGANIZATION, THE TYPE OF
ORGANIZATION AND ANY ORGANIZATION IDENTIFICATION NUMBER ISSUED TO BORROWER, AND
(II) IN THE CASE OF A FINANCING STATEMENT FILED AS A FIXTURE FILING OR
INDICATING COLLATERAL AS AS-EXTRACTED COLLATERAL OR TIMBER TO BE CUT, A
SUFFICIENT DESCRIPTION OF REAL PROPERTY TO WHICH THE COLLATERAL RELATED.
BORROWER AGREES TO FURNISH ANY SUCH INFORMATION TO LENDER PROMPTLY UPON REQUEST.
BORROWER ALSO RATIFIED ITS AUTHORIZATION FOR LENDER TO HAVE FILED IN ANY UNIFORM
COMMERCIAL CODE JURISDICTION ANY LIKE INITIAL FINANCING STATEMENTS OR AMENDMENTS
THERETO IF FILED PRIOR TO THE DATE HEREOF. ALL REASONABLE CHARGES, EXPENSES AND
FEES LENDER MAY INCUR IN FILING ANY OF THE FOREGOING, TOGETHER WITH REASONABLE
COSTS AND EXPENSES OF ANY LIEN SEARCH REQUIRED BY LENDER, AND ANY TAXES RELATING
THERETO, SHALL BE CHARGED TO THE REVOLVING LOAN ACCOUNT AND ADDED TO THE
LIABILITIES.
14-22.
DESIGNATION OF IPARTY RETAIL AS AGENT FOR BORROWERS.
(A)
EACH BORROWER HEREBY IRREVOCABLY DESIGNATES AND APPOINTS THE
IPARTY RETAIL AS THAT BORROWER'S AGENT TO OBTAIN LOANS AND ADVANCE AND L/CS
HEREUNDER, THE PROCEEDS OF WHICH SHALL BE AVAILABLE TO EACH BORROWER FOR THOSE
USES AS THOSE SET FORTH HEREIN. AS THE DISCLOSED PRINCIPAL FOR ITS AGENT, EACH
BORROWER SHALL BE OBLIGATED TO THE LENDER ON ACCOUNT OF LOANS SO MADE AND L/CS
SO ISSUED HEREUNDER AS IF MADE DIRECTLY BY THE LENDER TO THAT BORROWER,
NOTWITHSTANDING THE MANNER BY WHICH SUCH LOANS AND L/CS ARE RECORDED ON THE
BOOKS AND RECORDS OF IPARTY RETAIL AND OF ANY BORROWER.
(B)
EACH BORROWER RECOGNIZES THAT CREDIT AVAILABLE TO IT HEREUNDER IS
IN EXCESS OF AND ON BETTER TERMS THAN IT OTHERWISE COULD OBTAIN ON AND FOR ITS
OWN ACCOUNT AND THAT ONE OF THE REASONS THEREFOR IS ITS JOINING IN THE CREDIT
FACILITY CONTEMPLATED HEREIN WITH ALL OTHER BORROWERS. CONSEQUENTLY, EACH
BORROWER HEREBY ASSUMES, GUARANTEES, AND AGREES TO DISCHARGE ALL LIABILITIES OF
ALL OTHER BORROWERS AS IF THE BORROWER SO ASSUMING AND GUARANTYING WERE EACH
OTHER BORROWER.
54
(C)
IPARTY RETAIL SHALL ACT AS A CONDUIT FOR EACH BORROWER (INCLUDING
ITSELF, AS A "BORROWER") ON WHOSE BEHALF THE IPARTY RETAIL HAS REQUESTED A LOAN
OR L/C. IPARTY RETAIL SHALL