INVOICES, FREIGHT OR
EXPRESS BILLS, BILLS OF LADING, STORAGE OR WAREHOUSE RECEIPTS, ASSIGNMENTS,
VERIFICATIONS AND NOTICES IN CONNECTION WITH ACCOUNTS AND OTHER DOCUMENTS
RELATING TO THE COLLATERAL.
THE APPOINTMENT OF AGENT AS EACH OBLIGOR'S ATTORNEY
AND AGENT'S RIGHTS AND POWERS ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE
UNTIL INDEFEASIBLE PAYMENT IN FULL AND COMPLETE PERFORMANCE OF ALL OF THE
OBLIGATIONS AND TERMINATION OF THE COMMITMENTS.
8.6
LIMITATION ON DUTY OF AGENT WITH RESPECT TO
COLLATERAL.
BEYOND THE SAFE CUSTODY THEREOF, AGENT AND EACH LENDER SHALL HAVE
NO DUTY WITH RESPECT TO ANY COLLATERAL IN ITS POSSESSION OR CONTROL (OR IN THE
POSSESSION OR CONTROL OF ANY AGENT OR BAILEE) OR WITH RESPECT TO ANY INCOME
THEREON OR THE PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS
PERTAINING THERETO.
AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN
THE CUSTODY AND PRESERVATION OF THE COLLATERAL IN ITS POSSESSION IF THE
COLLATERAL IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH AGENT ACCORDS
ITS OWN PROPERTY.
NEITHER AGENT NOR ANY LENDER SHALL BE LIABLE OR RESPONSIBLE
FOR ANY LOSS OR DAMAGE TO ANY OF THE COLLATERAL, OR FOR ANY DIMINUTION IN THE
VALUE THEREOF, BY REASON OF THE ACT OR OMISSION OF ANY WAREHOUSEMAN, CARRIER,
FORWARDING AGENCY, CONSIGNEE, BROKER OR OTHER AGENT OR BAILEE SELECTED BY ANY
OBLIGOR OR SELECTED BY AGENT IN GOOD FAITH.
8.7
APPLICATION OF PROCEEDS.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, UPON THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (A) OBLIGORS IRREVOCABLY WAIVE
THE RIGHT TO DIRECT THE APPLICATION OF ANY AND ALL PAYMENTS AT ANY TIME OR TIMES
THEREAFTER RECEIVED BY AGENT FROM OR ON BEHALF OF ANY OBLIGOR, AND AGENT SHALL
HAVE THE CONTINUING AND EXCLUSIVE RIGHT TO APPLY AND TO REAPPLY ANY AND ALL
PAYMENTS RECEIVED AT ANY TIME OR TIMES AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT AGAINST THE OBLIGATIONS IN SUCH MANNER AS
AGENT MAY DEEM ADVISABLE NOTWITHSTANDING ANY PREVIOUS APPLICATION BY AGENT AND
(B) IN THE ABSENCE OF A SPECIFIC DETERMINATION BY AGENT WITH RESPECT THERETO,
THE PROCEEDS OF ANY SALE OF, OR OTHER REALIZATION UPON, ALL OR ANY PART OF THE
COLLATERAL SHALL BE APPLIED: FIRST, TO ALL FEES, COSTS AND EXPENSES INCURRED BY
OR OWING TO AGENT AND THEN ANY LENDER WITH RESPECT TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS OR THE COLLATERAL; SECOND, TO ACCRUED AND UNPAID INTEREST ON THE
OBLIGATIONS (INCLUDING ANY INTEREST WHICH BUT FOR THE
50
PROVISIONS OF ANY BANKRUPTCY OR INSOLVENCY LAW WOULD HAVE ACCRUED ON SUCH
AMOUNTS); THIRD, TO THE PRINCIPAL AMOUNTS OF THE LOANS AND THE LETTER OF CREDIT
OBLIGATIONS OUTSTANDING; AND FOURTH, TO ANY OTHER OBLIGATIONS OF BORROWER OWING
TO AGENT OR ANY LENDER UNDER THE LOAN DOCUMENTS OR ANY INTEREST RATE AGREEMENT
OR CURRENCY RATE AGREEMENT OR IN RESPECT OF ANY BANKING SERVICES.
ANY BALANCE
REMAINING SHALL BE DELIVERED TO OBLIGORS OR TO WHOMEVER MAY BE LAWFULLY ENTITLED
TO RECEIVE SUCH BALANCE OR AS A