to
make the maximum contribution to the payment and satisfaction of each of the
Indemnified Liabilities which is permissible under applicable law.
All of the
Borrower's obligations under this Section 11.7 shall survive repayment of the
Loans, cancellation of any Note, or any termination of this Agreement or any
Related Document
SECTION 11.8.
POWER OF ATTORNEY.
AFTER THE OCCURRENCE AND CONTINUATION OF AN
EVENT OF DEFAULT, AND AFTER THE BANK HAS ACCELERATED THE LOANS AND GIVEN NOTICE
THEREOF TO BORROWER, THE BORROWER HEREBY IRREVOCABLY APPOINTS THE BANK (AND ANY
OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY BANK), WITH FULL POWER OF
SUBSTITUTION BY BANK, AS ITS ATTORNEY, WITH POWER (A) TO ENDORSE THE NAME OF THE
BORROWER ON ANY CHECKS, NOTES, ACCEPTANCES, MONEY ORDERS, DRAFTS OR OTHER FORMS
OF PAYMENT OR SECURITY THAT CONSTITUTE PART OF THE COLLATERAL OR THAT MAY COME
INTO THE BANK'S POSSESSION IN ACCORDANCE WITH THIS AGREEMENT, AND (B) IN THE
EXERCISE OF ITS RIGHTS HEREUNDER OR AS MAY OTHERWISE BE REASONABLY NECESSARY OR
DESIRABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, TO SIGN THE NAME OF THE
BORROWER ON ANY INVOICE OR BILL OF LADING RELATING TO
34
ANY COLLATERAL, ON ANY DRAFTS AGAINST CUSTOMERS RELATED TO LETTERS OF CREDIT, ON
SCHEDULES AND ASSIGNMENTS OF ACCOUNTS FURNISHED TO THE BANK BY THE BORROWER, ON
NOTICES OF ASSIGNMENT, FINANCING STATEMENTS, CHATTEL MORTGAGES AND AMENDMENTS
AND SUPPLEMENTS THERETO, AND OTHER DOCUMENTS RELATING TO THE PERFECTION OR
PRIORITY OF ANY OF THE BANK'S SECURITY INTERESTS, OR VERIFICATIONS OF ACCOUNT
AND ON NOTICES TO OR FROM CUSTOMERS.
THE BORROWER HEREBY RATIFIES ALL THAT SAID
ATTORNEYS SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
THIS POWER OF
ATTORNEY IS A POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE.
ANY
FAILURE BY THE BANK TO GIVE THE BORROWER PRIOR NOTICE OF ACTIONS TAKEN BY THE
BANK UNDER THIS SECTION SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY
SUCH ACTIONS, NOR SHALL THE BANK INCUR ANY LIABILITY OR PENALTIES FOR SUCH
FAILURE.
THE POWERS CONFERRED ON THE BANK HEREUNDER ARE SOLELY TO PROTECT THE
INTERESTS OF THE BANK IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON THE
BANK TO EXERCISE ANY SUCH POWERS.
SECTION 11.9.
TERMINATION OF AGREEMENT; RECOVERY CLAIMS.
THIS AGREEMENT SHALL
TERMINATE WHEN ALL THE OBLIGATIONS HAVE BEEN FULLY AND FINALLY PAID AND
PERFORMED (OTHER THAN CONTINUING INDEMNIFICATION OBLIGATIONS NOT THEN DUE AND
PAYABLE) AND ALL COMMITMENTS AND OTHER UNDERTAKINGS OF THE BANK TO EXTEND CREDIT
TO THE BORROWER HAVE TERMINATED, AT WHICH TIME THE BANK SHALL REASSIGN AND
REDELIVER (OR CAUSE TO BE REASSIGNED AND REDELIVERED) TO THE BORROWER, OR TO
SUCH PERSON AS THE BORROWER SHALL DESIGNATE, AGAINST RECEIPT, SUCH OF THE
COLLATERAL (IF ANY) ASSIGNED BY THE BORROWER TO THE BANK AS SHALL NOT HAVE BEEN
SOLD OR OTHERWISE APPLIED BY THE BANK PURSUANT TO THE TERMS HEREOF AND SHALL
STILL BE HELD BY IT HEREUNDER, TOGETHER WITH APPROPRIATE INSTRUMENTS OF
REASSIGNMENT AND RELEASE.
ANY SUCH REASSIGNMENT SHALL BE WITHOUT