arising from any act or acts under this power of attorney and in furtherance
thereof, whether of omission or commission, except as a result of Agent's or any
Lender's own gross negligence or willful misconduct as determined pursuant to a
final non-appealable order of a court of competent jurisdiction.
7.7
RIGHT TO CURE.
AGENT MAY, AT ITS OPTION, UPON NOTICE TO
BORROWERS, (A) CURE ANY DEFAULT BY ANY BORROWER OR OBLIGOR UNDER ANY MATERIAL
AGREEMENT WITH A THIRD PARTY THAT AFFECTS THE COLLATERAL, ITS VALUE OR THE
ABILITY OF AGENT TO COLLECT, SELL OR OTHERWISE DISPOSE OF THE COLLATERAL OR THE
RIGHTS AND REMEDIES OF AGENT OR ANY LENDER THEREIN OR THE ABILITY OF ANY
BORROWER OR ANY OBLIGOR TO PERFORM ITS OBLIGATIONS HEREUNDER OR UNDER ANY OF THE
OTHER FINANCING AGREEMENTS, (B) PAY OR BOND ON APPEAL ANY JUDGMENT ENTERED
AGAINST ANY BORROWER OR OBLIGOR, (C) DISCHARGE TAXES, LIENS, SECURITY INTERESTS
OR OTHER ENCUMBRANCES AT ANY TIME LEVIED ON OR EXISTING WITH RESPECT TO THE
COLLATERAL AND (D) PAY ANY AMOUNT, INCUR ANY EXPENSE OR PERFORM ANY ACT WHICH,
IN AGENT'S JUDGMENT, IS NECESSARY OR APPROPRIATE TO PRESERVE, PROTECT, INSURE OR
MAINTAIN THE COLLATERAL AND THE RIGHTS OF AGENT AND LENDERS WITH RESPECT
THERETO. AGENT MAY ADD ANY AMOUNTS SO EXPENDED TO THE OBLIGATIONS AND CHARGE
BORROWERS' LOAN ACCOUNTS THEREFOR, SUCH AMOUNTS TO BE REPAYABLE BY BORROWERS ON
DEMAND. AGENT AND LENDERS SHALL BE UNDER NO OBLIGATION TO EFFECT SUCH CURE,
PAYMENT OR BONDING AND SHALL NOT, BY DOING SO, BE DEEMED TO HAVE ASSUMED ANY
OBLIGATION OR LIABILITY OF ANY BORROWER OR ANY OBLIGOR. ANY PAYMENT MADE OR
OTHER ACTION TAKEN BY AGENT OR ANY LENDER UNDER THIS SECTION SHALL BE (A) MADE
BY AGENT OR SUCH LENDER AFTER AGENT OR SUCH LENDER MAKES REASONABLE EFFORTS TO
CONSULT WITH BORROWERS WITH RESPECT THERETO, AND (B) WITHOUT PREJUDICE TO ANY
RIGHT TO ASSERT AN EVENT OF DEFAULT HEREUNDER AND TO PROCEED ACCORDINGLY.
76
7.8
ACCESS TO PREMISES.
FROM TIME TO TIME AS REQUESTED BY AGENT, AT
THE COST AND EXPENSE OF BORROWERS, (A) AGENT AND ITS DESIGNEES (WHICH SHALL
INCLUDE DOCUMENTATION AGENT) SHALL CONTEMPORANEOUSLY HAVE COMPLETE ACCESS TO ALL
OF EACH BORROWER'S AND GUARANTOR'S PERSONNEL AND PREMISES DURING NORMAL BUSINESS
HOURS AND AFTER NOTICE TO, OR AT ANY TIME AND WITHOUT NOTICE TO BORROWERS OR
GUARANTORS IF AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, FOR
THE PURPOSES OF INSPECTING, VERIFYING AND AUDITING THE COLLATERAL AND ALL OF
EACH BORROWER'S AND GUARANTOR'S BOOKS AND RECORDS, INCLUDING THE RECORDS, AND
(B) BORROWERS AND GUARANTORS SHALL PROMPTLY FURNISH TO AGENT SUCH COPIES OF SUCH
BOOKS AND RECORDS OR EXTRACTS THEREFROM AS AGENT MAY REQUEST, AND (C) AGENT OR
ANY LENDER OR AGENT'S DESIGNEE MAY USE DURING NORMAL BUSINESS HOURS SUCH OF ANY
BORROWER'S OR GUARANTOR'S EQUIPMENT, SUPPLIES AND PREMISES AS MAY BE REASONABLY
NECESSARY FOR THE FOREGOING AND IF AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED
AND IS CONTINUING FOR THE COLLECTION OF RECEIVABLES AND REALIZATION