name,
any order, sale or transaction, obtain the necessary documents in connection
therewith and collect the proceeds thereof, and (iii) sign such Borrower's or
Guarantor's name on any verification of Receivables and notices thereof to
Account Debtors or any secondary obligors or other obligors in respect thereof.
Each Borrower and Guarantor hereby releases Administrative Agent and Lenders and
their respective officers, employees and designees from any liabilities arising
from any act or acts under this power of attorney and in furtherance thereof,
whether of omission or commission, except to the extent resulting from
Administrative Agent's or any Lender's own gross negligence or wilful misconduct
as determined pursuant to a final non-appealable order of a court of competent
jurisdiction.
110
7.8
RIGHT TO CURE.
ADMINISTRATIVE AGENT MAY, AT ITS OPTION, UPON
NOTICE TO LEAD BORROWER, (A) CURE ANY DEFAULT BY ANY BORROWER OR GUARANTOR UNDER
ANY MATERIAL AGREEMENT WITH A THIRD PARTY THAT AFFECTS THE COLLATERAL, ITS VALUE
OR THE ABILITY OF ADMINISTRATIVE AGENT TO COLLECT, SELL OR OTHERWISE DISPOSE OF
THE COLLATERAL OR THE RIGHTS AND REMEDIES OF ADMINISTRATIVE AGENT OR ANY LENDER
THEREIN OR THE ABILITY OF ANY BORROWER OR GUARANTOR 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 GUARANTOR, (C) DISCHARGE
TAXES, LIENS, SECURITY INTERESTS OR OTHER ENCUMBRANCES AT ANY TIME LEVIED ON OR
EXISTING WITH RESPECT TO THE COLLATERAL AND PAY ANY AMOUNT, INCUR ANY EXPENSE OR
PERFORM ANY ACT WHICH, IN ADMINISTRATIVE AGENT'S GOOD FAITH JUDGMENT, IS
NECESSARY OR APPROPRIATE TO PRESERVE, PROTECT, INSURE OR MAINTAIN THE COLLATERAL
AND THE RIGHTS OF ADMINISTRATIVE AGENT AND LENDERS WITH RESPECT THERETO.
ADMINISTRATIVE AGENT MAY ADD ANY AMOUNTS SO EXPENDED TO THE OBLIGATIONS AND
CHARGE ANY BORROWER'S ACCOUNT THEREFOR, SUCH AMOUNTS TO BE REPAYABLE BY
BORROWERS ON DEMAND.
ADMINISTRATIVE 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
GUARANTOR.
ANY PAYMENT MADE OR OTHER ACTION TAKEN BY ADMINISTRATIVE AGENT OR
ANY LENDER UNDER THIS SECTION SHALL BE WITHOUT PREJUDICE TO ANY RIGHT TO ASSERT
AN EVENT OF DEFAULT HEREUNDER AND TO PROCEED ACCORDINGLY.
7.9
ACCESS TO PREMISES.
FROM TIME TO TIME AS REQUESTED BY
ADMINISTRATIVE AGENT, AT THE COST AND EXPENSE OF BORROWERS, (A) ADMINISTRATIVE
AGENT OR ITS DESIGNEE SHALL HAVE COMPLETE ACCESS TO ALL OF EACH BORROWER'S AND
GUARANTOR'S PREMISES DURING NORMAL BUSINESS HOURS AND AFTER NOTICE TO LEAD
BORROWER, OR AT ANY TIME AND WITHOUT NOTICE TO LEAD BORROWER 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 AT ANY TIME AN EVENT
OF DEFAULT EXISTS OR HAS OCCURRED AND IS CONTINUING, A REPRESENTATIVE OF ONE
LENDER MAY ACCOMPANY ADMINISTRATIVE AGENT OR ITS DESIGNEE), AND (B)