AN ACTION AT LAW, SUIT IN EQUITY OR OTHER APPROPRIATE PROCEEDING,
WHETHER FOR THE SPECIFIC PERFORMANCE OF ANY AGREEMENT CONTAINED HEREIN OR IN THE
NOTES OR ANY LOAN DOCUMENTS OR FOR AN INJUNCTION AGAINST A VIOLATION OF ANY OF
THE TERMS HEREOF OR THEREOF, OR IN AID OF THE EXERCISE OF ANY POWER GRANTED
HEREBY OR THEREBY OR BY LAW.
IN CASE OF A DEFAULT IN THE PAYMENT OF ANY
PRINCIPAL OF OR INTEREST ON THE NOTES, OR IN THE PAYMENT OF ANY FEE DUE
HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT, THE BORROWER WILL PAY TO THE LENDERS
SUCH FURTHER AMOUNT AS SHALL BE SUFFICIENT TO COVER THE COSTS AND EXPENSES OF
COLLECTION, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, EXPENSES
AND DISBURSEMENTS.
NO COURSE OF DEALING AND NO DELAY ON THE PART OF THE AGENT
IN EXERCISING ANY RIGHT SHALL OPERATE AS A WAIVER THEREOF OR OTHERWISE PREJUDICE
THE RIGHTS OF THE AGENT OR THE LENDERS.
NO RIGHT CONFERRED HEREBY OR BY THE
NOTES OR ANY LOAN DOCUMENTS UPON THE AGENT OR THE LENDERS SHALL BE EXCLUSIVE OF
ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT
LAW, IN EQUITY, BY STATUTE OR OTHERWISE.
(B)
POWER OF ATTORNEY.
BORROWER HEREBY
IRREVOCABLY MAKES, CONSTITUTES, AND APPOINTS AGENT (AND ANY OF AGENT'S OFFICERS,
EMPLOYEES, OR AGENTS DESIGNATED BY AGENT) AS BORROWER'S TRUE AND LAWFUL
ATTORNEY, WITH POWER TO (I) AT ANY TIME AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING ENDORSE BORROWER'S NAME ON ANY COLLECTION ITEM THAT MAY COME INTO
AGENT'S POSSESSION AND (II) AT ANY TIME THAT AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, MAKE, SETTLE, AND ADJUST ALL CLAIMS UNDER BORROWER'S POLICIES
OF INSURANCE.
THE APPOINTMENT OF
38
AGENT AS BORROWER'S ATTORNEY, AND EACH AND EVERY ONE OF ITS RIGHTS AND POWERS,
BEING COUPLED WITH AN INTEREST, IS IRREVOCABLE UNTIL ALL OF THE OBLIGATIONS HAVE
BEEN FULLY AND FINALLY REPAID AND PERFORMED AND AGENT'S OBLIGATIONS TO EXTEND
CREDIT HEREUNDER ARE TERMINATED.
(C)
RIGHT TO INSPECT.
AT ANY TIME AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING, AGENT AND ITS OFFICERS, EMPLOYEES, OR
AGENTS SHALL HAVE THE RIGHT, FROM TIME TO TIME HEREAFTER TO INSPECT THE BOOKS
AND TO CHECK, TEST, AND APPRAISE THE BORROWER'S OR ANY ELIGIBLE AVAILABILITY
SUBSIDIARY'S ASSETS IN ORDER TO VERIFY BORROWER'S FINANCIAL CONDITION OR THE
AMOUNT, QUALITY, VALUE, CONDITION OF, OR ANY OTHER MATTER RELATING TO, THE
ACCOUNTS AND INVENTORY, ALL AT BORROWER'S EXPENSE.
SECTION 9.
DEFINITIONS; CERTAIN RULES
OF CONSTRUCTION.
CERTAIN CAPITALIZED TERMS ARE USED IN THIS AGREEMENT AND IN
THE OTHER LOAN DOCUMENTS WITH THE SPECIFIC MEANINGS DEFINED BELOW IN THIS
SECTION 9.
EXCEPT AS OTHERWISE EXPLICITLY SPECIFIED TO THE CONTRARY OR UNLESS
THE CONTEXT CLEARLY REQUIRES OTHERWISE, (A) THE CAPITALIZED TERM "SECTION"
REFERS TO SECTION OF THIS AGREEMENT, (B) THE CAPITALIZED TERM "EXHIBIT" REFERS
TO EXHIBITS TO THIS AGREEMENT, (C) THE TERM "SUBSECTION" INCLUDES PARTICULAR
SECTIONS INCLUDED IN SUBSECTIONS THEREOF, (D) THE WORD "INCLUDING" SHALL BE
CONSTRUED AS "INCLUDING WITHOUT LIMITATION",