THIS AGREEMENT, TOGETHER WITH
INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE HIGHEST RATE PER ANNUM AT
WHICH INTEREST WOULD THEN BE PAYABLE ON ANY CATEGORY OF PAST DUE BASE RATE LOANS
UNDER THE CREDIT AGREEMENT, FROM THE DATE OF PAYMENT BY THE ADMINISTRATIVE AGENT
TO THE DATE REIMBURSED BY THE RELEVANT GRANTOR, SHALL BE PAYABLE BY SUCH GRANTOR
TO THE ADMINISTRATIVE AGENT ON DEMAND.
17
(D)
EACH GRANTOR HEREBY RATIFIES ALL THAT SAID ATTORNEYS SHALL
LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF IN ACCORDANCE WITH SECTION
6.1(A).
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.
SECTION 6.2.
DUTY OF ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT'S SOLE
DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND PHYSICAL PRESERVATION OF THE
COLLATERAL IN ITS POSSESSION, UNDER SECTION 9-207 OF THE UCC OR OTHERWISE, SHALL
BE TO DEAL WITH IT IN THE SAME MANNER AS THE ADMINISTRATIVE AGENT DEALS WITH
SIMILAR PROPERTY FOR ITS OWN ACCOUNT.
NEITHER THE ADMINISTRATIVE AGENT, ANY
LENDER NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS
SHALL BE LIABLE FOR 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 ADMINISTRATIVE
AGENT AND THE LENDERS HEREUNDER ARE SOLELY TO PROTECT THE ADMINISTRATIVE AGENT'S
AND THE LENDERS' INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON
THE ADMINISTRATIVE AGENT OR ANY LENDER TO EXERCISE ANY SUCH POWERS.
THE
ADMINISTRATIVE AGENT AND THE LENDERS 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, EXCEPT FOR
THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
SECTION 6.3.
AUTHORITY OF ADMINISTRATIVE AGENT.
EACH GRANTOR ACKNOWLEDGES THAT
THE RIGHTS AND RESPONSIBILITIES OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT
WITH RESPECT TO ANY ACTION TAKEN BY THE ADMINISTRATIVE AGENT OR THE EXERCISE OR
NON-EXERCISE BY THE ADMINISTRATIVE AGENT OF ANY OPTION, VOTING RIGHT, REQUEST,
JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED FOR HEREIN OR RESULTING OR ARISING
OUT OF THIS AGREEMENT SHALL, AS BETWEEN THE ADMINISTRATIVE AGENT AND THE
LENDERS, BE GOVERNED BY THE CREDIT AGREEMENT AND BY SUCH OTHER AGREEMENTS WITH
RESPECT THERETO AS MAY EXIST FROM TIME TO TIME AMONG THEM, BUT, AS BETWEEN THE
ADMINISTRATIVE AGENT AND THE GRANTORS, THE ADMINISTRATIVE AGENT SHALL BE
CONCLUSIVELY PRESUMED TO BE ACTING AS AGENT FOR THE LENDERS WITH FULL AND VALID
AUTHORITY SO TO ACT OR REFRAIN FROM ACTING, AND NO GRANTOR SHALL BE UNDER ANY
OBLIGATION,