PARTY IN RESPECT OF) ALL INTERESTS RETAINED BY THE COMPANY OR ANY
OTHER LOAN PARTY, INCLUDING THE PROCEEDS OF THE SALE, ALL OF WHICH SHALL
CONTINUE TO CONSTITUTE PART OF THE COLLATERAL.
IN THE EVENT OF ANY SALE OR
TRANSFER OF COLLATERAL, OR ANY FORECLOSURE WITH RESPECT TO ANY OF THE
COLLATERAL, AGENT SHALL BE AUTHORIZED TO DEDUCT ALL EXPENSES REASONABLY INCURRED
BY AGENT FROM THE PROCEEDS OF ANY SUCH SALE, TRANSFER OR FORECLOSURE.
(D)
AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY LENDER, THE L/C
ISSUER OR ANY OTHER PERSON TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED BY
THE COMPANY OR ANY OTHER LOAN PARTY OR IS CARED FOR, PROTECTED OR INSURED OR
THAT THE LIENS GRANTED TO AGENT HEREIN OR IN ANY OF THE COLLATERAL DOCUMENTS OR
PURSUANT HERETO OR THERETO HAVE BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY
CREATED, PERFECTED, PROTECTED OR ENFORCED OR ARE ENTITLED TO ANY PARTICULAR
PRIORITY, OR TO EXERCISE OR TO CONTINUE EXERCISING AT ALL OR IN ANY MANNER OR
UNDER ANY DUTY OF CARE, DISCLOSURE OR FIDELITY ANY OF THE RIGHTS, AUTHORITIES
AND POWERS GRANTED OR AVAILABLE TO AGENT IN THIS SECTION 14.10 OR IN ANY OF THE
COLLATERAL DOCUMENTS, IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE
COLLATERAL, OR ANY ACT, OMISSION OR EVENT RELATED THERETO, AGENT MAY ACT IN ANY
MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION, GIVEN AGENT'S OWN
INTEREST IN THE COLLATERAL AS ONE OF LENDERS AND THAT AGENT SHALL HAVE NO DUTY
OR LIABILITY WHATSOEVER TO LENDERS OR THE L/C ISSUER.
58
(E)
EACH LENDER AND THE L/C ISSUER HEREBY APPOINTS EACH OTHER LENDER
AS AGENT FOR THE PURPOSE OF PERFECTING LENDERS' AND THE L/C ISSUER'S SECURITY
INTEREST IN ASSETS WHICH, IN ACCORDANCE WITH ARTICLE 9 OF THE UCC CAN BE
PERFECTED ONLY BY POSSESSION.
SHOULD ANY LENDER OR THE L/C ISSUER (OTHER THAN
AGENT) OBTAIN POSSESSION OF ANY SUCH COLLATERAL, SUCH LENDER OR THE L/C ISSUER
SHALL NOTIFY AGENT THEREOF, AND, PROMPTLY UPON AGENT'S REQUEST THEREFOR SHALL
DELIVER SUCH COLLATERAL TO AGENT OR IN ACCORDANCE WITH AGENT'S INSTRUCTIONS.
SECTION 15
THE LOAN PARTIES.
15.1
APPOINTMENT OF THE COMPANY.
EACH LOAN PARTY HEREBY APPOINTS AND
AUTHORIZES THE COMPANY TO TAKE SUCH ACTION AS ITS AGENT ON ITS BEHALF AND TO
EXERCISE SUCH POWERS UNDER THE LOAN DOCUMENTS AS ARE DELEGATED TO THE COMPANY BY
THE TERMS THEREOF, TOGETHER WITH SUCH POWER THAT ARE REASONABLY INCIDENTAL
THERETO, AND THE COMPANY HEREBY ACCEPTS SUCH APPOINTMENT.
15.2
RELATIONSHIP AMONG THE LOAN PARTIES
(A)
JOINT AND SEVERAL LIABILITY.
EACH LOAN PARTY AGREES THAT IT IS
LIABLE, JOINTLY AND SEVERALLY WITH EACH OTHER LOAN PARTY, FOR THE PAYMENT OF ALL
OBLIGATIONS OF THE LOAN PARTIES UNDER THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT, AND THAT AGENT AND ANY LENDER CAN ENFORCE SUCH OBLIGATIONS AGAINST ANY
OR ALL LOAN PARTIES, IN AGENT'S OR SUCH LENDER'S SOLE AND UNLIMITED DISCRETION.
(B)
WAIVERS OF DEFENSES.
THE OBLIGATIONS OF THE LOAN PARTIES
HEREUNDER SHALL NOT BE RELEASED, IN WHOLE OR