WITHIN THIRTY (30)
DAYS AFTER ITS ISSUE OR LEVY.
SECTION 7.2
REMEDIES CUMULATIVE.
NO REMEDY, RIGHT OR POWER CONFERRED UPON THE
AGENT OR ANY LENDER IS INTENDED TO BE EXCLUSIVE OF ANY OTHER REMEDY, RIGHT OR
POWER GIVEN HEREUNDER OR NOW OR HEREAFTER EXISTING AT LAW, IN EQUITY, OR
OTHERWISE, AND ALL SUCH REMEDIES, RIGHTS AND POWERS SHALL BE CUMULATIVE.
ARTICLE VIII - THE AGENT AND THE ISSUERS
SECTION 8.1
AUTHORIZATION AND ACTION.
(A)
EACH LENDER HEREBY IRREVOCABLY
APPOINTS AND AUTHORIZES THE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS BEHALF AND
TO EXERCISE SUCH POWERS AND DISCRETION UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AS ARE DELEGATED TO THE AGENT BY THE TERMS HEREOF AND THEREOF,
TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO.
EACH LENDER HEREBY IRREVOCABLY APPOINTS AND AUTHORIZES EACH ISSUER TO ACT AS ITS
AGENT UNDER THE LETTERS OF CREDIT WHICH SUCH ISSUER HAS ISSUED WITH SUCH POWERS
AS ARE SPECIFICALLY DELEGATED TO SUCH ISSUER BY THE TERMS HEREOF AND THEREOF,
TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO. AS TO ANY
MATTERS NOT EXPRESSLY PROVIDED FOR BY THE LOAN DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, ENFORCEMENT OR COLLECTION OF THE OBLIGATIONS OF THE COMPANY OR ANY
GUARANTOR), NEITHER AGENT NOR ANY ISSUER SHALL BE REQUIRED TO EXERCISE ANY
DISCRETION OR TAKE ANY ACTION, BUT SHALL BE REQUIRED TO ACT OR TO REFRAIN FROM
ACTING (AND SHALL BE FULLY PROTECTED IN SO ACTING OR REFRAINING FROM ACTING)
UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS, AND SUCH INSTRUCTIONS SHALL BE
BINDING UPON ALL LENDERS, AND ALL HOLDERS OF NOTES, AND THE AGENT AGREES TO
REQUEST FROM THE COMPANY ANY INFORMATION THAT IS REASONABLY REQUESTED BY ANY
LENDER; PROVIDED, HOWEVER, THAT NEITHER THE AGENT NOR ANY ISSUER SHALL BE
REQUIRED TO TAKE ANY ACTION THAT EXPOSES THE AGENT TO PERSONAL LIABILITY OR THAT
IS CONTRARY TO THIS AGREEMENT OR APPLICABLE LAW.
(A)
THE AGENT, THE COLLATERAL AGENT AND/OR ANY ISSUER MAY EXECUTE ANY
OF ITS DUTIES UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BY OR THROUGH
AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND SHALL BE ENTITLED TO ADVICE OF
COUNSEL AND OTHER CONSULTANTS OR EXPERTS CONCERNING ALL MATTERS PERTAINING TO
SUCH DUTIES.
(b)
Each of the Lenders hereby appoints and authorizes the Collateral
Agent to take such action as collateral agent on its behalf and to exercise such
powers under the Security Agreement A and Security Agreement B as are
specifically delegated to the Collateral Agent by the terms of such Loan
Documents, together with such other powers as are reasonably incidental thereto.
SECTION 8.2
AGENTS', COLLATERAL AGENT'S AND ISSUERS' RELIANCE, ETC.
NEITHER
THE AGENT NOR THE COLLATERAL AGENT NOR ANY ISSUER NOR ANY OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES SHALL BE LIABLE FOR ANY ACTION TAKEN OR
OMITTED TO BE TAKEN BY IT OR THEM UNDER OR IN CONNECTION WITH THE LOAN
DOCUMENTS, EXCEPT FOR ITS OR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
WITHOUT LIMITATION OF THE GENERALITY OF THE