BY AGENT (I) FIRST, TO THE PAYMENT OF ALL CHARGES, EXPENSES, COSTS
AND ATTORNEYS' FEES OWING TO AGENT OR COLLATERAL AGENT HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT; (II) SECOND, TO THE PAYMENT OF ALL CHARGES, EXPENSES, COSTS
AND ATTORNEYS' FEES OWING TO LENDER PARTIES (OTHER THAN AGENT OR COLLATERAL
AGENT) HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT; AND (III) THIRD, TO THE PRO
RATA PAYMENT OF THE OTHER CREDIT AGREEMENT OBLIGATIONS
82
(BASED ON THE TOTAL AMOUNT OF THE CREDIT AGREEMENT OBLIGATIONS OWING TO LENDER
PARTIES), AND BORROWER SHALL REMAIN LIABLE TO LENDER PARTIES FOR ANY DEFICIENCY.
11.10
ATTORNEY-IN-FACT.
BORROWER HEREBY CONSTITUTES AND APPOINTS EACH OF
AGENT AND COLLATERAL AGENT, OR ANY OTHER PERSON WHOM AGENT OR COLLATERAL AGENT
MAY DESIGNATE UPON NOTICE TO BORROWER, AS BORROWER'S ATTORNEY-IN-FACT (SUCH
APPOINTMENT BEING COUPLED WITH AN INTEREST AND BEING IRREVOCABLE UNTIL
COLLATERAL AGENT'S LIEN SHALL HAVE BEEN TERMINATED IN WRITING AS SET FORTH IN
THIS AGREEMENT), AT BORROWER'S SOLE COST AND EXPENSE, TO EXERCISE ANY ONE OR
MORE OF THE FOLLOWING RIGHTS AND POWERS AT ANY TIME AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (AND ALL ACTS OF SUCH
ATTORNEY-IN-FACT TAKEN PURSUANT TO THIS SECTION ARE HEREBY RATIFIED AND APPROVED
BY BORROWER, AND SAID ATTORNEY SHALL NOT BE LIABLE FOR ANY ACTS OR OMISSIONS NOR
FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT OR LAW):
(A)
TO TAKE OR TO BRING, IN THE NAME OF AGENT OR COLLATERAL AGENT OR IN
THE NAME OF BORROWER, ALL STEPS, ACTION, SUITS OR PROCEEDING DEEMED BY AGENT OR
COLLATERAL AGENT NECESSARY OR DESIRABLE TO EFFECT COLLECTION OF THE ACCOUNTS;
(B)
TO SETTLE, ADJUST, COMPROMISE, EXTEND, RENEW, DISCHARGE, TERMINATE
OR RELEASE THE ACCOUNTS IN WHOLE OR IN PART;
(C)
TO SETTLE, ADJUST OR COMPROMISE ANY LEGAL PROCEEDINGS BROUGHT TO
COLLECT THE ACCOUNTS;
(D)
TO NOTIFY ACCOUNT DEBTORS TO MAKE PAYMENTS ON THE ACCOUNTS DIRECTLY
TO COLLATERAL AGENT OR TO A LOCKBOX DESIGNATED BY AGENT OR COLLATERAL AGENT;
(E)
TO TRANSMIT TO ACCOUNT DEBTORS NOTICE OF COLLATERAL AGENT'S
INTEREST IN THE ACCOUNTS AND TO DEMAND AND RECEIVE FROM SUCH ACCOUNT DEBTORS AT
ANY TIME, IN THE NAME OF AGENT, COLLATERAL AGENT OR BORROWER, INFORMATION
CONCERNING THE ACCOUNTS AND THE AMOUNTS OWING THEREON;
(F)
TO USE BORROWER'S STATIONERY AND SIGN THE NAME OF BORROWER TO
VERIFICATIONS OF THE ACCOUNTS AND NOTICES THEREOF TO ACCOUNT DEBTORS;
(G)
TO SELL OR ASSIGN ANY OF THE COLLATERAL UPON SUCH TERMS, FOR SUCH
AMOUNTS AND AT SUCH TIME OR TIMES AS COLLATERAL AGENT DEEMS ADVISABLE, AND TO
EXECUTE ANY BILLS OF SALE OR ASSIGNMENTS IN THE NAME OF BORROWER IN RELATION
THERETO;
(H)
TO TAKE CONTROL, IN ANY MANNER, OF ANY ITEM OF PAYMENT ON, OR
PROCEEDS OF, COLLATERAL;
(I)
TO PREPARE, FILE AND SIGN BORROWER'S NAME ON ANY PROOF OF CLAIM
IN BANKRUPTCY OR SIMILAR DOCUMENT AGAINST ANY ACCOUNT DEBTOR;
(J)
TO PREPARE, FILE AND SIGN BORROWER'S NAME ON ANY NOTICE OF LIEN,
ASSIGNMENT OR SATISFACTION OF LIEN OR SIMILAR DOCUMENT IN CONNECTION