OF THE COLLATERAL.
(B)
POWER OF ATTORNEY.
EFFECTIVE UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, BORROWER HEREBY
IRREVOCABLY APPOINTS ADMINISTRATIVE AGENT AS ITS ATTORNEY-IN-FACT, WITH FULL
POWER OF SUBSTITUTION, IN ITS PLACE AND STEAD AND IN ITS NAME OR IN THE NAME OF
ADMINISTRATIVE AGENT, TO FROM TIME TO TIME IN ADMINISTRATIVE AGENT'S SOLE
DISCRETION TAKE ANY ACTION AND TO EXECUTE ANY INSTRUMENT WHICH ADMINISTRATIVE
AGENT MAY DEEM NECESSARY OR ADVISABLE TO REALIZE UPON THE COLLATERAL, INCLUDING,
BUT NOT LIMITED TO, TO RECEIVE, ENDORSE AND COLLECT ALL CHECKS, DRAFTS AND OTHER
INSTRUMENTS FOR THE PAYMENT OF MONEY MADE PAYABLE TO BORROWER INCLUDED IN THE
COLLATERAL.
THE POWERS OF ATTORNEY GRANTED TO ADMINISTRATIVE AGENT IN THIS LOAN
AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE UNTIL THE OBLIGATIONS
HAVE BEEN INDEFEASIBLY PAID IN FULL AND FULLY SATISFIED AND ALL OBLIGATIONS OF
ADMINISTRATIVE AGENT UNDER THIS LOAN AGREEMENT HAVE BEEN TERMINATED.
(C)
REMEDIES ARE SEVERABLE AND CUMULATIVE.
ALL
RIGHTS AND REMEDIES OF ADMINISTRATIVE AGENT HEREIN ARE SEVERABLE AND CUMULATIVE
AND IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES AVAILABLE IN THE NOTE, THE
OTHER LOAN DOCUMENTS, AT LAW OR IN EQUITY, AND ANY ONE OR MORE OF SUCH RIGHTS
AND REMEDIES MAY BE EXERCISED SIMULTANEOUSLY OR SUCCESSIVELY.
38
(D)
NO MARSHALLING.
ADMINISTRATIVE AGENT SHALL
BE UNDER NO DUTY OR OBLIGATION TO (I) PRESERVE, PROTECT OR MARSHALL THE
COLLATERAL; (II) PRESERVE OR PROTECT THE RIGHTS OF ANY CREDIT PARTY OR ANY OTHER
PERSON CLAIMING AN INTEREST IN THE COLLATERAL; (III) REALIZE UPON THE COLLATERAL
IN ANY PARTICULAR ORDER OR MANNER, (IV) SEEK REPAYMENT OF ANY OBLIGATIONS FROM
ANY PARTICULAR SOURCE; (V) PROCEED OR NOT PROCEED AGAINST ANY CREDIT PARTY
PURSUANT TO ANY GUARANTY OR SECURITY AGREEMENT OR AGAINST ANY CREDIT PARTY UNDER
THE LOAN DOCUMENTS, WITH OR WITHOUT ALSO REALIZING ON THE COLLATERAL;
(VI) PERMIT ANY SUBSTITUTION OR EXCHANGE OF ALL OR ANY PART OF THE COLLATERAL;
OR (VII) RELEASE ANY PART OF THE COLLATERAL FROM THE LOAN AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS (EXCEPT TO THE EXTENT SUCH COLLATERAL IS PERMITTED TO
BE SOLD OR OTHERWISE DISPOSED OF HEREUNDER, IN WHICH CASE, EACH LENDER HEREBY
AUTHORIZES ADMINISTRATIVE AGENT, AND ADMINISTRATIVE AGENT HEREBY AGREES, TO
RELEASE SUCH COLLATERAL), WHETHER OR NOT SUCH SUBSTITUTION OR RELEASE WOULD
LEAVE ADMINISTRATIVE AGENT ADEQUATELY SECURED.
(E)
NOTICES.
TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY WAIVES AND RELEASES
ADMINISTRATIVE AGENT OF AND FROM ANY AND ALL LIABILITIES AND PENALTIES FOR
FAILURE OF ADMINISTRATIVE AGENT TO COMPLY WITH ANY STATUTORY OR OTHER
REQUIREMENT IMPOSED UPON ADMINISTRATIVE AGENT RELATING TO NOTICES OF SALE,
HOLDING OF SALE OR REPORTING OF ANY SALE, AND BORROWER WAIVES ALL RIGHTS OF
REDEMPTION OR REINSTATEMENT FROM ANY SUCH SALE.
ANY NOTICES REQUIRED UNDER
APPLICABLE LAW SHALL BE REASONABLY AND PROPERLY GIVEN TO BORROWER IF GIVEN BY
ANY OF THE METHODS PROVIDED HEREIN AT LEAST TEN (10) DAYS PRIOR TO TAKING
ACTION.
ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO POSTPONE OR ADJOURN ANY