ANY OBLIGATION SO TO DO, MAY PERFORM OR COMPLY, OR OTHERWISE
CAUSE PERFORMANCE OR COMPLIANCE, WITH SUCH AGREEMENT.
(C)
THE EXPENSES OF THE ADMINISTRATIVE AGENT
INCURRED IN CONNECTION WITH ACTIONS UNDERTAKEN AS PROVIDED IN THIS
SUBSECTION 6.1, TOGETHER WITH INTEREST THEREON AT A RATE PER ANNUM EQUAL TO THE
HIGHEST RATE PER ANNUM AT WHICH INTEREST WOULD THEN BE PAYABLE ON ANY CATEGORY
OF PAST DUE ABR LOANS UNDER THE CREDIT AGREEMENT, FROM THE DATE OF PAYMENT BY
THE ADMINISTRATIVE AGENT TO THE DATE REIMBURSED BY THE RELEVANT GRANTOR, SHALL
BE PAYABLE BY SUCH GRANTOR TO THE ADMINISTRATIVE AGENT ON DEMAND.
(D)
EACH GRANTOR HEREBY RATIFIES ALL THAT SAID
ATTORNEYS SHALL LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
ALL POWERS,
AUTHORIZATIONS AND AGENCIES CONTAINED IN THIS SECURITY AGREEMENT ARE COUPLED
WITH AN INTEREST AND ARE IRREVOCABLE UNTIL THIS SECURITY AGREEMENT IS TERMINATED
AND THE SECURITY INTERESTS CREATED HEREBY ARE RELEASED.
6.2.
DUTY OF ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT'S SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND
PHYSICAL PRESERVATION OF THE COLLATERAL IN ITS POSSESSION, UNDER SECTION 9-207
OF THE NY UCC OR OTHERWISE, SHALL BE TO DEAL WITH IT IN THE SAME MANNER AS THE
ADMINISTRATIVE AGENT DEALS WITH SIMILAR PROPERTY FOR ITS OWN ACCOUNT.
THE
ADMINISTRATIVE AGENT SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE
CUSTODY AND PRESERVATION OF ANY
17
COLLATERAL IN ITS POSSESSION IF SUCH COLLATERAL IS ACCORDED TREATMENT
SUBSTANTIALLY EQUAL TO THAT WHICH THE ADMINISTRATIVE AGENT ACCORDS ITS OWN
PROPERTY.
NEITHER THE ADMINISTRATIVE AGENT, ANY SECURED PARTY NOR ANY OF THEIR
RESPECTIVE OFFICERS, DIRECTORS, 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 ANY GRANTOR OR ANY OTHER PERSON OR TO TAKE ANY
OTHER ACTION WHATSOEVER WITH REGARD TO THE COLLATERAL OR ANY PART THEREOF.
THE
POWERS CONFERRED ON THE ADMINISTRATIVE AGENT AND THE SECURED PARTIES HEREUNDER
ARE SOLELY TO PROTECT THE ADMINISTRATIVE AGENT'S AND THE SECURED PARTIES'
INTERESTS IN THE COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON THE
ADMINISTRATIVE AGENT OR ANY SECURED PARTY TO EXERCISE ANY SUCH POWERS.
THE
ADMINISTRATIVE AGENT AND THE SECURED PARTIES SHALL BE ACCOUNTABLE ONLY FOR
AMOUNTS THAT THEY ACTUALLY RECEIVE AS A RESULT OF THE EXERCISE OF SUCH POWERS,
AND NEITHER THEY NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL
BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EXCEPT
FOR THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
6.3.
AUTHORITY OF ADMINISTRATIVE AGENT.
EACH
GRANTOR ACKNOWLEDGES THAT THE RIGHTS AND RESPONSIBILITIES OF THE ADMINISTRATIVE
AGENT UNDER THIS SECURITY AGREEMENT WITH RESPECT TO ANY ACTION TAKEN BY THE
ADMINISTRATIVE AGENT OR THE EXERCISE OR NON-EXERCISE BY THE ADMINISTRATIVE AGENT
OF ANY OPTION, VOTING RIGHT, REQUEST, JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED
FOR HEREIN OR RESULTING OR ARISING OUT OF THIS SECURITY