in full of the Obligations.
The powers conferred on Agent, for
the benefit of Agent and Lenders, under the Power of Attorney are solely to
protect Agent's interests (for the benefit of Agent and Lenders) in the
Collateral and shall not impose any duty upon Agent or any Lender to exercise
any such powers.
Agent agrees that (a) except for the powers granted in clause
(h) of the Power of Attorney, it shall not exercise any power or authority
granted under the Power of Attorney unless an Event of Default has occurred and
is continuing, and (b) Agent shall account for any moneys received by Agent in
respect
14
of any foreclosure on or disposition of Collateral pursuant to the Power of
Attorney provided that none of Agent nor any Lender shall have any duty as to
any Collateral, and Agent and Lenders shall be accountable only for amounts they
actually receive as a result of the exercise of such powers.
NONE OF AGENT,
LENDERS OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS
OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO
ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES
ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, NOR FOR ANY PUNITIVE,
EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
8.
REMEDIES; RIGHTS UPON DEFAULT
(A)
IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES GRANTED TO IT UNDER
THIS AGREEMENT, THE CREDIT AGREEMENT, THE OTHER LOAN DOCUMENTS AND UNDER ANY
OTHER INSTRUMENT OR AGREEMENT SECURING, EVIDENCING OR RELATING TO ANY OF THE
OBLIGATIONS IF ANY EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, AGENT
MAY, SUBJECT TO THE INTERCREDITOR AGREEMENT, EXERCISE ALL RIGHTS AND REMEDIES OF
A SECURED PARTY UNDER THE CODE.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, EACH GRANTOR EXPRESSLY AGREES THAT IN ANY SUCH EVENT AGENT, WITHOUT
DEMAND OF PERFORMANCE OR OTHER DEMAND, ADVERTISEMENT OR NOTICE OF ANY KIND
(EXCEPT THE NOTICE SPECIFIED BELOW OF TIME AND PLACE OF PUBLIC OR PRIVATE SALE)
TO OR UPON ANY GRANTOR OR ANY OTHER PERSON (ALL AND EACH OF WHICH DEMANDS,
ADVERTISEMENTS AND NOTICES ARE HEREBY EXPRESSLY WAIVED TO THE MAXIMUM EXTENT
PERMITTED BY THE CODE AND OTHER APPLICABLE LAW), MAY FORTHWITH (PERSONALLY OR
THROUGH ITS AGENTS) ENTER UPON THE PREMISES WHERE ANY COLLATERAL IS LOCATED
THROUGH SELF-HELP, WITHOUT JUDICIAL PROCESS, WITHOUT FIRST OBTAINING A FINAL
JUDGMENT OR GIVING ANY GRANTOR OR ANY OTHER PERSON NOTICE AND OPPORTUNITY FOR A
HEARING ON AGENT'S CLAIM OR ACTION AND MAY TAKE POSSESSION OF, COLLECT, RECEIVE,
ASSEMBLE, PROCESS, APPROPRIATE, REMOVE AND REALIZE UPON THE COLLATERAL, OR ANY
PART THEREOF, AND MAY FORTHWITH SELL, LEASE, LICENSE, ASSIGN, GIVE AN OPTION OR
OPTIONS TO PURCHASE, OR SELL OR OTHERWISE DISPOSE OF AND DELIVER SAID COLLATERAL
(OR CONTRACT TO DO SO), OR ANY PART THEREOF, IN ONE OR MORE PARCELS AT A PUBLIC
OR PRIVATE SALE OR SALES, AT ANY EXCHANGE AT SUCH PRICES AS IT