7.3.
INJUNCTIVE RELIEF.
THE BORROWER RECOGNIZES THAT IN THE EVENT THE
BORROWER FAILS TO PERFORM, OBSERVE OR DISCHARGE ANY OF ITS OBLIGATIONS, ANY
REMEDY OF LAW MAY PROVE TO BE INADEQUATE RELIEF TO THE ADMINISTRATIVE AGENT OR
ANY LENDER, THEREFORE THE BORROWER AGREES THAT THE ADMINISTRATIVE AGENT AND EACH
LENDER, IF THE ADMINISTRATIVE AGENT OR SUCH LENDER SO REQUESTS, SHALL BE
ENTITLED TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF DURING THE CONTINUATION OF
AN EVENT OF DEFAULT IN ANY SUCH CASE WITHOUT THE NECESSITY OF PROVING ACTUAL
DAMAGES OR INADEQUACY OF DAMAGES AS AN AVAILABLE REMEDY THEREFOR.
SECTION 7.4.
ALLOCATION AMONG SECURED PARTIES.
FOLLOWING THE OCCURRENCE OF AN
EVENT OF DEFAULT, AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, ALL PAYMENTS, AND COLLECTIONS WITH RESPECT TO PROCEEDS OF COLLATERAL
AND ALL OTHER PAYMENTS AND OTHER APPLICATIONS OTHERWISE ON ACCOUNT OF ANY OF THE
OBLIGATIONS, SHALL BE APPLIED TO THE OBLIGATIONS WHICH ARE THEN DUE AND PAYABLE
AND IF SUCH PAYMENTS AND PROCEEDS ARE INSUFFICIENT TO SATISFY ALL SUCH
OBLIGATIONS WHICH ARE DUE AND PAYABLE, SUCH PAYMENTS AND PROCEEDS SHALL BE
APPLIED IN THE FOLLOWING ORDER IN EACH CASE RATABLY AMONG SUCH OBLIGATIONS: (I)
TO THE PAYMENT OF ALL AMOUNTS THEN DUE WITH RESPECT TO REASONABLE OUT-OF-POCKET
FEES (INCLUDING ATTORNEY COSTS), CHARGES, EXPENSES AND INDEMNITY CLAIMS DUE THE
ADMINISTRATIVE AGENT, (II) TO THE PAYMENT OF ALL OTHER AMOUNTS THEN DUE WITH
RESPECT TO REASONABLE OUT-OF-POCKET FEES (INCLUDING ATTORNEY COSTS), CHARGES,
EXPENSES AND INDEMNITY CLAIMS DUE THE OTHER SECURED PARTIES, (III) TO THE
PAYMENT OF AMOUNTS THEN DUE WITH RESPECT TO INTEREST ON THE LOANS, (IV) TO THE
PAYMENT OF AMOUNTS THEN DUE WITH RESPECT TO PRINCIPAL OF THE LOANS AND
REIMBURSEMENT OBLIGATIONS (AND TO THE EXTENT LETTER OF CREDIT OBLIGATIONS ARE
CONTINGENT, CASH COLLATERAL WITH RESPECT THERETO), AND AMOUNTS THEN DUE THE
SECURED PARTIES WITH RESPECT TO RATE PROTECTION AGREEMENTS AND (V) TO THE
PAYMENT OF ALL OTHER OBLIGATIONS.
ARTICLE VIII.
THE ADMINISTRATIVE AGENT
SECTION 8.1.1.
APPOINTMENT AND AUTHORIZATION.
(A)
EACH LENDER HEREBY
IRREVOCABLY APPOINTS, DESIGNATES AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE
SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND EACH OTHER
LOAN DOCUMENT AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE
EXPRESSLY DELEGATED TO IT BY THE TERMS OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, TOGETHER WITH SUCH POWERS AS ARE REASONABLY INCIDENTAL THERETO,
INCLUDING, WITHOUT LIMITATION, ACTING AS THE REPRESENTATIVE OF EACH SECURED
PARTY FOR THE PERFECTION OF THE LIENS GRANTED PURSUANT TO THE COLLATERAL
DOCUMENTS.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED ELSEWHERE IN
THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, THE ADMINISTRATIVE AGENT SHALL NOT
HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH HEREIN,
NOR SHALL THE ADMINISTRATIVE AGENT HAVE OR BE DEEMED TO HAVE ANY FIDUCIARY
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RELATIONSHIP WITH ANY LENDER, AND NO IMPLIED COVENANTS, FUNCTIONS,
RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL BE READ INTO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST AGAINST THE
ADMINISTRATIVE AGENT.
NOTWITHSTANDING THE USE OF