(I) UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A TERMINATION EVENT
SPECIFIED IN SECTION 8.01(O)(II) HEREOF, NO LENDER SHALL HAVE ANY OBLIGATION TO
MAKE ANY ADVANCES PURSUANT TO THIS AGREEMENT AND (II) IF, IN ADDITION TO THE
TERMINATION EVENT SPECIFIED IN SECTION 8.01(O)(II) HEREOF, ANY OTHER TERMINATION
EVENT SHALL HAVE OCCURRED AND BE CONTINUING, THE ADMINISTRATIVE AGENT SHALL BE
ENTITLED TO EXERCISE ANY OF THE OTHER REMEDIES SET FORTH IN THIS ARTICLE IX.
SECTION 9.02.
EXERCISE OF REMEDIES.
NO FAILURE OR DELAY ON THE PART OF THE
ADMINISTRATIVE AGENT OR ANY LENDER IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE
UNDER THIS AGREEMENT AND NO COURSE OF DEALING BETWEEN ANY ORIGINATOR, THE
BORROWER OR THE SERVICER, ON THE ONE HAND, AND THE ADMINISTRATIVE AGENT OR ANY
LENDER, ON THE OTHER HAND, SHALL OPERATE AS A WAIVER OF SUCH RIGHT, POWER OR
PRIVILEGE, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR
PRIVILEGE UNDER THIS AGREEMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE OF SUCH
RIGHT, POWER OR PRIVILEGE OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
PRIVILEGE.
THE RIGHTS AND REMEDIES UNDER THIS AGREEMENT ARE CUMULATIVE, MAY BE
EXERCISED SINGLY OR CONCURRENTLY, AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD OTHERWISE HAVE AT LAW
OR IN EQUITY.
NO NOTICE TO OR DEMAND ON ANY PARTY HERETO SHALL ENTITLE SUCH
PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES, OR CONSTITUTE A WAIVER OF THE RIGHT OF THE PARTY PROVIDING SUCH
NOTICE OR MAKING SUCH DEMAND TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES
WITHOUT NOTICE OR DEMAND.
45
SECTION 9.03.
POWER OF ATTORNEY.
ON THE CLOSING DATE, THE BORROWER SHALL
EXECUTE AND DELIVER A POWER OF ATTORNEY SUBSTANTIALLY IN THE FORM ATTACHED
HERETO AS EXHIBIT 9.03 (A "POWER OF ATTORNEY").
THE POWER OF ATTORNEY IS A
POWER COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THIS AGREEMENT HAS
TERMINATED IN ACCORDANCE WITH ITS TERMS AND ALL OF THE BORROWER OBLIGATIONS ARE
INDEFEASIBLY PAID OR OTHERWISE SATISFIED IN FULL.
THE POWERS CONFERRED ON THE
ADMINISTRATIVE AGENT UNDER EACH POWER OF ATTORNEY ARE SOLELY TO PROTECT THE
LIENS OF THE ADMINISTRATIVE AGENT AND THE LENDERS UPON AND INTERESTS IN THE
BORROWER COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON THE ADMINISTRATIVE AGENT
TO EXERCISE ANY SUCH POWERS.
THE ADMINISTRATIVE AGENT SHALL NOT BE ACCOUNTABLE
FOR ANY AMOUNT OTHER THAN AMOUNTS THAT IT ACTUALLY RECEIVES AS A RESULT OF THE
EXERCISE OF SUCH POWERS AND NONE OF THE ADMINISTRATIVE AGENT'S OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO THE
BORROWER, ANY ORIGINATOR, THE SERVICER OR ANY OTHER PERSON FOR ANY ACT OR
FAILURE TO ACT, EXCEPT TO THE EXTENT OF DAMAGES ATTRIBUTABLE TO THEIR OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION.
SECTION 9.04.
CONTINUING SECURITY INTEREST.
THIS AGREEMENT SHALL CREATE A
CONTINUING LIEN IN THE BORROWER COLLATERAL UNTIL THE TERMINATION DATE.
ARTICLE X.
INDEMNIFICATION