AGREES THAT THE COLLATERAL AGENT
AND THE LENDERS MAY DEAL WITH THE COLLATERAL, INCLUDING ANY EXCHANGE, TAKING OR
RELEASE OF COLLATERAL, MAY CHANGE OR INCREASE THE AMOUNT OF THE BORROWER
OBLIGATIONS AND/OR THE GUARANTOR OBLIGATIONS, AND MAY RELEASE ANY GUARANTOR FROM
ITS OBLIGATIONS HEREUNDER, ALL WITHOUT ANY LIABILITY OR OBLIGATION (EXCEPT AS
MAY BE OTHERWISE EXPRESSLY PROVIDED HEREIN) TO THE NON-LENDER SECURED PARTIES.
8.2
APPOINTMENT OF AGENT.
EACH NON-LENDER
SECURED PARTY, BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT AND THE OTHER
SECURITY DOCUMENTS, SHALL BE DEEMED IRREVOCABLY TO MAKE, CONSTITUTE AND APPOINT
THE COLLATERAL AGENT, AS AGENT UNDER THE CREDIT AGREEMENT (AND ALL OFFICERS,
EMPLOYEES OR AGENTS DESIGNATED BY THE COLLATERAL AGENT) AS SUCH PERSON'S TRUE
AND LAWFUL AGENT AND ATTORNEY-IN-FACT, AND IN SUCH CAPACITY, THE COLLATERAL
AGENT SHALL HAVE THE RIGHT, WITH POWER OF SUBSTITUTION FOR THE NON-LENDER
SECURED PARTIES AND IN EACH SUCH PERSON'S NAME OR OTHERWISE, TO EFFECTUATE ANY
SALE, TRANSFER OR OTHER DISPOSITION OF THE COLLATERAL.
IT IS UNDERSTOOD
41
AND AGREED THAT THE APPOINTMENT OF THE COLLATERAL AGENT AS THE AGENT AND
ATTORNEY-IN-FACT OF THE NON-LENDER SECURED PARTIES FOR THE PURPOSES SET FORTH
HEREIN IS COUPLED WITH AN INTEREST AND IS IRREVOCABLE.
IT IS UNDERSTOOD AND
AGREED THAT THE COLLATERAL AGENT HAS APPOINTED THE ADMINISTRATIVE AGENT AS ITS
AGENT FOR PURPOSES OF PERFECTING CERTAIN OF THE SECURITY INTERESTS CREATED
HEREUNDER AND FOR OTHERWISE CARRYING OUT CERTAIN OF ITS OBLIGATIONS HEREUNDER.
8.3
WAIVER OF CLAIMS.
TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EACH NON-LENDER SECURED PARTY WAIVES ANY CLAIM IT MIGHT HAVE
AGAINST THE COLLATERAL AGENT OR THE LENDERS WITH RESPECT TO, OR ARISING OUT OF,
ANY ACTION OR FAILURE TO ACT OR ANY ERROR OF JUDGMENT, NEGLIGENCE, OR MISTAKE OR
OVERSIGHT WHATSOEVER ON THE PART OF THE COLLATERAL AGENT OR THE LENDERS OR THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS WITH RESPECT TO ANY EXERCISE
OF RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS OR ANY TRANSACTION RELATING TO
THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY SUCH EXERCISE DESCRIBED IN
SUBSECTION 8.1(B) ABOVE), EXCEPT FOR ANY SUCH ACTION OR FAILURE TO ACT WHICH
CONSTITUTES WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH PERSON.
NONE OF THE
COLLATERAL AGENT OR ANY LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES OR AGENTS SHALL BE LIABLE FOR FAILURE TO DEMAND, COLLECT OR REALIZE
UPON ANY OF THE COLLATERAL OR FOR ANY DELAY IN DOING SO OR SHALL BE UNDER ANY
OBLIGATION TO SELL OR OTHERWISE DISPOSE OF ANY COLLATERAL UPON THE REQUEST OF
HOLDING, ANY SUBSIDIARY OF HOLDING, ANY NON-LENDER SECURED PARTY OR ANY OTHER
PERSON OR TO TAKE ANY OTHER ACTION OR FORBEAR FROM DOING SO WHATSOEVER WITH
REGARD TO THE COLLATERAL OR ANY PART THEREOF, EXCEPT FOR ANY SUCH ACTION OR
FAILURE TO ACT WHICH CONSTITUTES WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SUCH
PERSON.
SECTION 9
MISCELLANEOUS
9.1
AMENDMENTS IN WRITING.
NONE OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY