RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN
CONNECTION WITH THE DEBT DOCUMENTS (INCLUDING IN ANY OTHER BANKRUPTCY,
INSOLVENCY OR SIMILAR PROCEEDING), AND EACH PERSON MAKING ANY PAYMENT IN
CONNECTION WITH ANY DEBT DOCUMENT TO ANY LENDER IS HEREBY AUTHORIZED TO MAKE
SUCH PAYMENT TO AGENT, (II) SUBJECT TO SECTION 8.2 HEREOF, FILE AND PROVE CLAIMS
AND FILE OTHER DOCUMENTS NECESSARY OR DESIRABLE TO ALLOW THE CLAIMS OF AGENT AND
LENDERS WITH RESPECT TO ANY OBLIGATION IN ANY PROCEEDING DESCRIBED IN ANY
BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING (BUT NOT TO VOTE, CONSENT OR
OTHERWISE ACT ON BEHALF OF SUCH LENDER), (III) ACT AS COLLATERAL AGENT FOR AGENT
AND EACH LENDER FOR PURPOSES OF THE PERFECTION OF ALL LIENS CREATED BY THE DEBT
DOCUMENTS AND ALL OTHER PURPOSES STATED THEREIN, (IV) SUBJECT TO SECTION 8.2
HEREOF, MANAGE, SUPERVISE AND OTHERWISE DEAL WITH THE COLLATERAL, OTHER THAN ANY
RELEASE OF A SECURITY INTEREST IN THE COLLATERAL REQUIRING THE CONSENT OF
REQUISITE LENDERS OR ALL LENDERS UNDER SECTIONS 10.8(B) OR 10.8(C) (PROVIDED
THAT AGENT MAY SO RELEASE SUCH SECURITY INTEREST IF SUCH CONSENT IS OBTAINED),
(V) TAKE SUCH OTHER ACTION AS IS NECESSARY OR DESIRABLE TO MAINTAIN THE
PERFECTION AND PRIORITY OF THE LIENS CREATED OR PURPORTED TO BE CREATED BY THE
DEBT DOCUMENTS, (VI) EXCEPT AS MAY BE OTHERWISE SPECIFIED IN ANY DEBT DOCUMENT
(INCLUDING WHERE THE CONSENT OR APPROVAL OF ALL LENDERS OR THE REQUISITE LENDERS
IS REQUIRED BY THE TERMS THEREOF) AND SUBJECT TO SECTIONS 8.2 AND 10.8 HEREOF,
EXERCISE ALL REMEDIES GIVEN TO AGENT AND THE OTHER LENDERS WITH RESPECT TO THE
COLLATERAL, WHETHER UNDER THE DEBT DOCUMENTS, APPLICABLE LAW OR OTHERWISE AND
(VII) EXECUTE ANY AMENDMENT, CONSENT OR WAIVER UNDER THE DEBT DOCUMENTS ON
BEHALF OF ANY LENDER THAT HAS CONSENTED IN WRITING TO SUCH AMENDMENT, CONSENT OR
WAIVER; PROVIDED, HOWEVER, THAT AGENT HEREBY APPOINTS, AUTHORIZES AND DIRECTS
EACH LENDER TO ACT AS COLLATERAL SUB-AGENT FOR AGENT AND THE LENDERS FOR
PURPOSES OF THE PERFECTION OF ALL LIENS WITH RESPECT TO THE COLLATERAL,
INCLUDING ANY DEPOSIT ACCOUNT MAINTAINED BY A LOAN PARTY WITH, AND CASH AND CASH
EQUIVALENTS HELD BY, SUCH LENDER, AND MAY FURTHER AUTHORIZE AND DIRECT THE
LENDERS TO TAKE FURTHER ACTIONS AS COLLATERAL SUB-AGENTS FOR PURPOSES OF
ENFORCING SUCH LIENS OR OTHERWISE TO TRANSFER THE COLLATERAL SUBJECT THERETO TO
AGENT, AND EACH LENDER HEREBY AGREES TO TAKE SUCH FURTHER ACTIONS TO THE EXTENT,
AND ONLY TO THE EXTENT, SO AUTHORIZED AND DIRECTED.
AGENT MAY, UPON ANY TERM OR
CONDITION IT SPECIFIES, DELEGATE OR EXERCISE ANY OF ITS RIGHTS, POWERS AND
REMEDIES UNDER, AND DELEGATE OR PERFORM ANY OF ITS DUTIES OR ANY OTHER ACTION
WITH RESPECT TO, ANY DEBT DOCUMENT BY OR THROUGH ANY TRUSTEE, CO-AGENT,
EMPLOYEE, ATTORNEY-IN-FACT AND ANY OTHER PERSON (INCLUDING ANY LENDER).
ANY
SUCH PERSON SHALL BENEFIT FROM THIS ARTICLE 9 TO THE EXTENT PROVIDED BY AGENT.
(C)
IF AGENT SHALL REQUEST INSTRUCTIONS FROM REQUISITE LENDERS OR ALL
AFFECTED LENDERS WITH RESPECT TO ANY ACT OR ACTION (INCLUDING FAILURE TO ACT) IN