of Collateral pursuant to the Power of Attorney provided that none of Agent or
any Lender shall have any duty as to any Collateral, and Agent and Lenders shall
be accountable only for amounts that 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.
7.
REMEDIES:
RIGHTS UPON DEFAULT.
(A)
IN ADDITION TO ALL OTHER RIGHTS AND
REMEDIES GRANTED TO IT UNDER THIS SECURITY AGREEMENT, THE CREDIT AGREEMENT, THE
OTHER LOAN DOCUMENTS AND UNDER ANY OTHER
15
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 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 SUCH 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 ENTER UPON THE PREMISES OF SUCH GRANTOR WHERE ANY COLLATERAL IS
LOCATED THROUGH SELF-HELP, WITHOUT JUDICIAL PROCESS, WITHOUT FIRST OBTAINING A
FINAL JUDGMENT OR GIVING SUCH GRANTOR OR ANY OTHER PERSON NOTICE AND OPPORTUNITY
FOR A HEARING ON AGENT'S CLAIM OR ACTION AND MAY COLLECT, RECEIVE, ASSEMBLE,
PROCESS, APPROPRIATE 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 MAY DEEM ACCEPTABLE,
FOR CASH OR ON CREDIT OR FOR FUTURE DELIVERY WITHOUT ASSUMPTION OF ANY CREDIT
RISK.
AGENT OR ANY LENDER SHALL HAVE THE RIGHT UPON ANY SUCH PUBLIC SALE OR
SALES AND, TO THE EXTENT PERMITTED BY LAW, UPON ANY SUCH PRIVATE SALE OR SALES,
TO PURCHASE FOR THE BENEFIT OF AGENT AND LENDERS, THE WHOLE OR ANY PART OF SAID
COLLATERAL SO SOLD, FREE OF ANY RIGHT OR EQUITY OF REDEMPTION, WHICH EQUITY OF
REDEMPTION EACH GRANTOR HEREBY RELEASES.
SUCH SALES MAY BE ADJOURNED AND
CONTINUED FROM TIME TO TIME WITH OR WITHOUT NOTICE.
AGENT SHALL HAVE THE RIGHT
TO CONDUCT SUCH SALES ON ANY GRANTOR'S PREMISES OR ELSEWHERE AND SHALL HAVE THE
RIGHT TO USE ANY GRANTOR'S PREMISES WITHOUT