Lender any plan
of reorganization, arrangement, adjustment or composition affecting the Senior
Credit Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.
SECTION 9.11
COLLATERAL AND GUARANTY MATTERS.
(A)
ACTIONS TAKEN BY AGENTS OR REQUIRED LENDERS.
EACH LENDER AND EACH
L/C ISSUER AGREES THAT ANY ACTION TAKEN BY THE COLLATERAL AGENT OR THE REQUIRED
LENDERS (OR, WHERE REQUIRED BY THE EXPRESS TERMS OF THIS AGREEMENT, A GREATER OR
LESSER PROPORTION OF THE LENDERS) IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT OR OF THE OTHER LOAN DOCUMENTS, AND THE EXERCISE BY THE COLLATERAL
AGENT OR REQUIRED LENDERS (OR, WHERE SO REQUIRED, SUCH GREATER OR LESSER
PROPORTION) OF THE POWERS SET FORTH HEREIN OR THEREIN, TOGETHER WITH SUCH OTHER
POWERS AS ARE REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED AND BINDING
UPON ALL OF THE LENDERS, L/C ISSUERS, SENIOR CREDIT PARTIES.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, (I) THE ADMINISTRATIVE AGENT SHALL HAVE THE
SOLE AND EXCLUSIVE RIGHT AND AUTHORITY TO ACT AS THE DISBURSING AND COLLECTING
AGENT FOR THE LENDERS AND THE L/C ISSUERS WITH RESPECT TO ALL PAYMENTS AND
COLLECTIONS ARISING IN CONNECTION HEREWITH AND WITH THE COLLATERAL DOCUMENTS,
(II) THE COLLATERAL AGENT SHALL HAVE THE SOLE AUTHORITY TO (A) EXECUTE AND
DELIVER EACH COLLATERAL DOCUMENT AND ACCEPT DELIVERY OF EACH SUCH AGREEMENT
DELIVERED BY THE HOLDINGS, THE BORROWER OR ANY OF ITS SUBSIDIARIES, (B) ACT AS
COLLATERAL AGENT FOR THE LENDERS, THE L/C ISSUERS, THE SENIOR CREDIT PARTIES FOR
PURPOSES OF THE PERFECTION OF ALL SECURITY INTERESTS AND LIENS CREATED BY SUCH
AGREEMENTS AND ALL OTHER PURPOSES STATED THEREIN, PROVIDED, HOWEVER, THAT THE
COLLATERAL AGENT HEREBY APPOINTS, AUTHORIZES AND DIRECTS EACH LENDER AND L/C
ISSUER TO ACT AS COLLATERAL SUB-AGENT FOR THE COLLATERAL AGENT, THE LENDERS AND
THE L/C ISSUERS FOR PURPOSES OF THE PERFECTION OF ALL SECURITY INTERESTS AND
LIENS WITH RESPECT TO THE COLLATERAL, INCLUDING ANY DEPOSIT ACCOUNTS MAINTAINED
BY A LOAN PARTY WITH, AND CASH AND CASH EQUIVALENTS HELD BY, SUCH LENDER OR SUCH
L/C ISSUER, (C) MANAGE, SUPERVISE AND OTHERWISE DEAL WITH THE COLLATERAL, (D)
TAKE SUCH ACTION AS IS NECESSARY OR DESIRABLE TO MAINTAIN THE PERFECTION AND
PRIORITY OF THE SECURITY INTERESTS AND LIENS CREATED OR PURPORTED TO BE CREATED
BY THE COLLATERAL DOCUMENTS AND (E) EXCEPT AS MAY BE OTHERWISE SPECIFICALLY
RESTRICTED BY THE TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT, EXERCISE TO THE
EXCLUSION OF THE FINANCE PARTIES ALL REMEDIES GIVEN TO THE COLLATERAL AGENT ,
THE LENDERS, THE L/C ISSUERS, THE OTHER SENIOR CREDIT PARTIES WITH RESPECT TO
THE COLLATERAL UNDER THE LOAN DOCUMENTS RELATING THERETO, APPLICABLE LAW OR
OTHERWISE.
(B)
CERTAIN ACTIONS IN RESPECT OF SECURITY INTERESTS AND GUARANTIES.
THE LENDERS IRREVOCABLY AUTHORIZE THE ADMINISTRATIVE AGENT, AT ITS OPTION AND IN
ITS DISCRETION:
(I)
TO RELEASE ANY LIEN ON ANY PROPERTY GRANTED TO OR HELD BY THE
ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT UNDER ANY LOAN DOCUMENT (A) UPON
TERMINATION