Each Loan Party hereby irrevocably appoints the
Administrative Agent such Loan Party's attorney-in-fact, with full authority in
the place and stead of such Loan Party and in the name of such Loan Party or
otherwise, from time to time following the occurrence and during the continuance
of an Event of Default, in the Administrative Agent's discretion, to take any
action and to execute any instrument that the Administrative Agent may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation:
(I)
TO OBTAIN AND ADJUST INSURANCE REQUIRED
TO BE PAID TO THE ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT,
(II)
TO ASK FOR, DEMAND, COLLECT, SUE FOR,
RECOVER, COMPROMISE, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE
AND TO BECOME DUE UNDER OR IN RESPECT OF ANY OF THE COLLATERAL,
(III)
TO RECEIVE, INDORSE AND COLLECT ANY DRAFTS
OR OTHER INSTRUMENTS, DOCUMENTS AND CHATTEL PAPER, IN CONNECTION WITH
CLAUSE (I) OR (II) ABOVE, AND
(IV)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR
INSTITUTE ANY PROCEEDINGS THAT THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR
DESIRABLE FOR THE COLLECTION OF ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE
THE RIGHTS OF THE ADMINISTRATIVE AGENT WITH RESPECT TO ANY OF THE COLLATERAL.
(B)
ADMINISTRATIVE AGENT MAY PERFORM.
IF ANY
LOAN PARTY FAILS TO PERFORM ANY AGREEMENT CONTAINED HEREIN RELATED TO THE LIEN
AND SECURITY INTEREST GRANTED HEREUNDER IN THE COLLATERAL, THE ADMINISTRATIVE
AGENT MAY, AS THE ADMINISTRATIVE AGENT DEEMS REASONABLY NECESSARY TO PROTECT THE
SECURITY INTEREST GRANTED HEREUNDER IN THE COLLATERAL OR TO PROTECT THE VALUE
THEREOF, BUT WITHOUT ANY OBLIGATION TO DO SO AND WITHOUT NOTICE, ITSELF PERFORM,
OR CAUSE PERFORMANCE OF, SUCH AGREEMENT, AND THE EXPENSES OF THE ADMINISTRATIVE
AGENT INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY SUCH LOAN PARTY UNDER
SECTION 10.04.
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(C)
PERFORMANCE OF SUCH LOAN PARTY'S AGREEMENTS
AS PERMITTED UNDER THIS SECTION 9.05 SHALL IN NO WAY CONSTITUTE A VIOLATION OF
THE AUTOMATIC STAY PROVIDED BY SECTION 362 OF THE BANKRUPTCY CODE AND EACH LOAN
PARTY HEREBY WAIVES APPLICABILITY THEREOF.
MOREOVER, THE ADMINISTRATIVE AGENT
SHALL IN NO WAY BE RESPONSIBLE FOR THE PAYMENT OF ANY COSTS INCURRED IN
CONNECTION WITH PRESERVING OR DISPOSING OF COLLATERAL PURSUANT TO SECTION
506(C) OF THE BANKRUPTCY CODE AND THE COLLATERAL MAY NOT BE CHARGED FOR THE
INCURRENCE OF ANY SUCH COST.
Section 9.06
The Administrative Agent's Duties.
(a)
The powers conferred on
the Administrative Agent hereunder are solely to protect the Secured Parties'
interest in the Collateral and shall not impose any duty upon it to exercise any
such powers.
Except for the safe custody of any Collateral in its possession
and the accounting for moneys actually received by it hereunder, the
Administrative Agent shall have no duty as to any Collateral, as to ascertaining
or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relative to any Collateral, whether or not any Secured
Party has or is deemed to have knowledge of such matters, or as to the