AGREEMENT AND
THE OTHER FINANCING AGREEMENTS AND (B) AT ANY TIME TO (I) TAKE CONTROL IN ANY
MANNER OF ANY ITEM OF PAYMENT IN RESPECT OF RECEIVABLES OR CONSTITUTING
COLLATERAL OR OTHERWISE RECEIVED IN OR FOR DEPOSIT IN THE BLOCKED ACCOUNTS OR
OTHERWISE RECEIVED BY AGENT OR ANY LENDER, (II) HAVE ACCESS TO ANY LOCKBOX OR
POSTAL BOX INTO WHICH REMITTANCES FROM ACCOUNT DEBTORS OR OTHER OBLIGORS IN
RESPECT OF RECEIVABLES OR OTHER PROCEEDS OF COLLATERAL ARE SENT OR RECEIVED,
(III) ENDORSE SUCH BORROWER'S NAME UPON ANY ITEMS OF PAYMENT IN RESPECT OF
RECEIVABLES OR CONSTITUTING COLLATERAL OR OTHERWISE RECEIVED BY AGENT AND ANY
LENDER AND DEPOSIT THE SAME IN AGENT'S ACCOUNT FOR APPLICATION TO THE
OBLIGATIONS, (IV) ENDORSE BORROWER'S NAME UPON ANY CHATTEL PAPER, DOCUMENT,
INSTRUMENT, INVOICE, OR SIMILAR DOCUMENT OR AGREEMENT RELATING TO ANY RECEIVABLE
OR ANY GOODS PERTAINING THERETO OR ANY OTHER COLLATERAL, INCLUDING ANY WAREHOUSE
OR OTHER RECEIPTS, OR BILLS OF LADING AND OTHER NEGOTIABLE OR NON-NEGOTIABLE
DOCUMENTS, (V) CLEAR INVENTORY THE PURCHASE OF WHICH WAS FINANCED WITH LETTER OF
CREDIT ACCOMMODATIONS THROUGH U.S. CUSTOMS OR CUSTOMS AND EXCISE OR OTHER
FOREIGN EXPORT CONTROL AUTHORITIES IN SUCH BORROWER'S NAME, AGENT'S NAME OR THE
NAME OF AGENT'S DESIGNEE, AND TO SIGN AND DELIVER TO CUSTOMS OFFICIALS POWERS OF
ATTORNEY IN SUCH BORROWER'S NAME FOR SUCH PURPOSE, AND TO COMPLETE IN SUCH
BORROWER'S OR AGENT'S NAME, ANY ORDER, SALE OR TRANSACTION, OBTAIN THE NECESSARY
DOCUMENTS IN CONNECTION THEREWITH AND COLLECT THE PROCEEDS THEREOF, AND
(VI) SIGN SUCH BORROWER'S NAME ON ANY VERIFICATION OF RECEIVABLES AND NOTICES
THEREOF TO ACCOUNT DEBTORS OR ANY SECONDARY OBLIGORS OR OTHER OBLIGORS IN
RESPECT THEREOF.
EACH BORROWER HEREBY RELEASES AGENT AND LENDERS AND THEIR
RESPECTIVE OFFICERS, EMPLOYEES AND DESIGNEES FROM ANY LIABILITIES ARISING FROM
ANY ACT OR ACTS UNDER THIS POWER OF ATTORNEY AND IN FURTHERANCE THEREOF, WHETHER
OF
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OMISSION OR COMMISSION, EXCEPT AS A RESULT OF AGENT'S OR ANY LENDER'S OWN GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED PURSUANT TO A FINAL
NON-APPEALABLE ORDER OF A COURT OF COMPETENT JURISDICTION.
7.6
RIGHT TO CURE.
AGENT MAY, AT ITS OPTION, UPON NOTICE TO
ADMINISTRATIVE BORROWER, (A) CURE ANY DEFAULT BY ANY BORROWER UNDER ANY MATERIAL
AGREEMENT WITH A THIRD PARTY THAT AFFECTS THE COLLATERAL, ITS VALUE OR THE
ABILITY OF AGENT TO COLLECT, SELL OR OTHERWISE DISPOSE OF THE COLLATERAL OR THE
RIGHTS AND REMEDIES OF AGENT OR ANY LENDER THEREIN OR THE ABILITY OF ANY
BORROWER TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER ANY OF THE OTHER
FINANCING AGREEMENTS, AT ANY TIME ON OR AFTER A DEFAULT OR EVENT OF DEFAULT
EXISTS OR HAS OCCURRED AND IS CONTINUING, OR IF AFTER GIVING EFFECT TO ANY
RESERVE IN RESPECT OF SUCH DEFAULT EXCESS AVAILABILITY IS OR WOULD BE LESS THAN
$5,000,000; (B) PAY OR BOND ON APPEAL ANY JUDGMENT ENTERED AGAINST BORROWER, AT
ANY TIME ON OR AFTER A DEFAULT OR EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, OR IF AFTER GIVING EFFECT TO ANY RESERVE IN RESPECT