EXPENSE)
SHALL, OR SHALL CAUSE ANY APPLICABLE CREDIT PARTY TO, (I) GIVE NOTICE TO EACH
OBLIGOR OF THE COLLATERAL AGENT'S LIEN ON THE RECEIVABLES AND DIRECT THAT
PAYMENTS BE MADE DIRECTLY TO COLLATERAL AGENT OR ITS DESIGNEE AND (II) ASSEMBLE
ALL OF THE RELATED SECURITY AND TRANSFER, OR LICENSE THE USE OF, ALL SOFTWARE
NECESSARY OR DESIRABLE TO COLLECT THE RECEIVABLES AND THE RELATED SECURITY TO
COLLATERAL AGENT OR ITS DESIGNEE AT A PLACE SELECTED BY COLLATERAL AGENT AND
(III) SEGREGATE ALL CASH, CHECKS AND OTHER INSTRUMENTS RECEIVED BY IT WHICH
CONSTITUTE COLLECTIONS IN A MANNER ACCEPTABLE TO COLLATERAL AGENT.
(B)
EACH BORROWER HEREBY IRREVOCABLY APPOINTS COLLATERAL AGENT AS ITS
ATTORNEY-IN-FACT COUPLED WITH AN INTEREST, WITH FULL POWER OF SUBSTITUTION AND
WITH FULL AUTHORITY IN THE PLACE AND STEAD OF SUCH BORROWER, TO TAKE ANY AND ALL
STEPS IN THE NAME, AND ON BEHALF, OF SUCH BORROWER NECESSARY OR DESIRABLE, IN
THE DETERMINATION OF COLLATERAL AGENT, (I) TO COLLECT ANY AMOUNTS DUE UNDER ANY
RECEIVABLES OR RELATED SECURITY, INCLUDING ENDORSING THE NAME OF SUCH BORROWER
OR ANY CREDIT PARTY ON CHECKS AND OTHER INSTRUMENTS REPRESENTING COLLECTIONS AND
ENFORCING SUCH RECEIVABLES AND RELATED SECURITY.
THE BORROWERS' CONFERRING OF
POWERS UPON COLLATERAL AGENT UNDER THIS SECTION 11.3(B) SHALL NOT SUBJECT
COLLATERAL AGENT TO ANY LIABILITY IF ANY ACTION TAKEN BY IT SHALL PROVE TO BE
INADEQUATE OR INVALID, NOR SHALL IT CONFER ANY OBLIGATIONS UPON COLLATERAL AGENT
IN ANY MANNER WHATSOEVER.
119
(C)
NEITHER ADMINISTRATIVE AGENT NOR THE LENDERS SHALL HAVE ANY
OBLIGATION TO TAKE ANY ACTION OR COMMENCE ANY PROCEEDINGS TO REALIZE UPON ANY
RECEIVABLE OR TO ENFORCE ANY OF THEIR RESPECTIVE RIGHTS, POWERS, PRIVILEGES OR
REMEDIES WITH RESPECT THERETO.
11.3
RESPONSIBILITIES OF BORROWERS.
NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, EACH BORROWER SHALL (A) PERFORM ALL OF ITS OBLIGATIONS UNDER THE
CONTRACTS RELATED TO THE RECEIVABLES TO THE SAME EXTENT AS IF SUCH RECEIVABLES
HAD NOT BEEN PLEDGED UNDER THE SECURITY DOCUMENTS (THE EXERCISE BY COLLATERAL
AGENT, ADMINISTRATIVE AGENT OR ANY LENDER OF ITS RIGHTS HEREUNDER SHALL NOT
RELIEVE THE BORROWERS OR ANY CREDIT PARTY FROM SUCH OBLIGATIONS) AND (B) PAY
WHEN DUE ANY TAXES PAYABLE IN CONNECTION WITH THE RECEIVABLES OR THEIR CREATION
OR SATISFACTION.
COLLATERAL AGENT, ADMINISTRATIVE AGENT AND THE LENDERS SHALL
NEITHER HAVE ANY OBLIGATION OR LIABILITY WITH RESPECT TO ANY RECEIVABLE NOR BE
OBLIGATED TO PERFORM ANY OF THE OBLIGATIONS OF THE BORROWERS OR ANY CREDIT PARTY
UNDER ANY OF THE FOREGOING (INCLUDING UNDER ANY CONTRACT WITH RESPECT THERETO).
ARTICLE XII
ADMINISTRATIVE AGENT
In this Article XII, the Lenders agree among themselves as follows:
12.1
APPOINTMENT.
EACH LENDER HEREBY IRREVOCABLY APPOINTS, DESIGNATES
AND AUTHORIZES ADMINISTRATIVE AGENT (FOR PURPOSES OF THIS ARTICLE XII, THE TERM
"ADMINISTRATIVE AGENT" SHALL, EXCEPT FOR PURPOSES OF SECTION 12.10, INCLUDE
ADMINISTRATIVE AGENT IN ITS CAPACITY AS COLLATERAL AGENT PURSUANT TO THE
SECURITY DOCUMENTS) TO ACT AS SPECIFIED HEREIN AND IN THE OTHER LOAN DOCUMENTS.
EACH LENDER HEREBY IRREVOCABLY AUTHORIZES, AND EACH HOLDER OF ANY NOTE BY THE
ACCEPTANCE OF SUCH NOTE SHALL