FULLY AND COMPLETELY AS THOUGH THE SECURED PARTY WERE
THE ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND DO, AT THE SECURED PARTY'S
OPTION AND SUCH GRANTOR'S EXPENSE, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS
AND THINGS WHICH THE SECURED PARTY DEEMS NECESSARY TO PROTECT, PRESERVE OR
REALIZE UPON THE COLLATERAL AND THE SECURED PARTY'S SECURITY INTERESTS THEREIN
AND TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY AND EFFECTIVELY AS SUCH
GRANTOR MIGHT DO.
Anything in this Section 7.1(a) to the contrary notwithstanding, the Secured
Party agrees that it will not exercise any rights under the power of attorney
provided for in this Section 7.1(a) unless a Potential Termination Event shall
have occurred and be continuing.
(B)
IF ANY GRANTOR FAILS TO PERFORM OR COMPLY
WITH ANY OF ITS AGREEMENTS CONTAINED HEREIN, THE SECURED PARTY, AT ITS OPTION,
BUT WITHOUT ANY OBLIGATION SO TO DO, MAY PERFORM OR COMPLY, OR OTHERWISE CAUSE
PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT.
(C)
EACH GRANTOR HEREBY RATIFIES ALL THAT SUCH
ATTORNEYS SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. ALL POWERS,
AUTHORIZATIONS AND AGENCIES CONTAINED IN THIS AGREEMENT ARE COUPLED WITH AN
INTEREST AND ARE IRREVOCABLE UNTIL THIS AGREEMENT IS TERMINATED AND THE SECURITY
INTERESTS CREATED HEREBY ARE RELEASED.
7.2
DUTY OF SECURED PARTY.
THE SECURED PARTY'S
SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL PRESERVATION OF
THE COLLATERAL IN ITS POSSESSION SHALL BE TO DEAL WITH IT IN THE SAME MANNER AS
THE SECURED PARTY DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT. NEITHER THE
SECURED PARTY NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS SHALL BE
27
LIABLE FOR ANY FAILURE TO DEMAND, COLLECT OR REALIZE UPON ANY OF THE COLLATERAL
OR FOR ANY DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SELL OR
OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE REQUEST OF ANY GRANTOR OR ANY OTHER
PERSON OR TO TAKE ANY OTHER ACTION WHATSOEVER WITH REGARD TO THE COLLATERAL OR
ANY PART THEREOF. THE POWERS CONFERRED ON THE SECURED PARTY HEREUNDER ARE SOLELY
TO PROTECT THE SECURED PARTY'S INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE
ANY DUTY UPON THE SECURED PARTY TO EXERCISE ANY SUCH POWERS. THE SECURED PARTY
SHALL BE ACCOUNTABLE ONLY FOR AMOUNTS THAT THEY ACTUALLY RECEIVE AS A RESULT OF
THE EXERCISE OF SUCH POWERS, AND NEITHER THEY NOR ANY OF THEIR OFFICERS,
DIRECTORS, EMPLOYEES OR AGENTS SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT
OR FAILURE TO ACT HEREUNDER.
SECTION 8
MISCELLANEOUS.
8.1
AMENDMENTS IN WRITING.
NONE OF THE TERMS OR PROVISIONS OF THIS
AGREEMENT MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT IN
WRITING SIGNED BY THE MX COMPANIES AND THE SECURED PARTY.
8.2
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS TO OR UPON THE SECURED
PARTY OR ANY GRANTOR HEREUNDER SHALL BE EFFECTED IN THE MANNER PROVIDED FOR IN
SECTION 12 OF THE MASTER ISDAS AND EACH GRANTOR HEREBY APPOINTS HOLDINGS AS ITS
AGENT TO RECEIVE NOTICES