UNPAID AND TO FILE SUCH OTHER DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN
ORDER TO HAVE THE CLAIMS OF THE LENDERS, THE ISSUING BANKS AND THE
ADMINISTRATIVE AGENT AND ANY SUBAGENTS ALLOWED IN SUCH JUDICIAL PROCEEDING, AND
(B) TO COLLECT AND RECEIVE ANY MONIES OR OTHER PROPERTY PAYABLE OR DELIVERABLE
ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME, AND (II) ANY CUSTODIAN, RECEIVER,
ASSIGNEE, TRUSTEE, LIQUIDATOR, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL IN ANY
SUCH JUDICIAL PROCEEDING IS HEREBY AUTHORIZED BY EACH LENDER AND ISSUING BANK TO
MAKE SUCH PAYMENTS TO THE ADMINISTRATIVE AGENT AND, IF THE ADMINISTRATIVE AGENT
SHALL CONSENT TO THE MAKING OF SUCH PAYMENTS DIRECTLY TO THE LENDERS AND THE
ISSUING BANKS, TO PAY TO THE ADMINISTRATIVE AGENT ANY AMOUNT DUE FOR THE
REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF THE
ADMINISTRATIVE AGENT AND ITS AGENTS AND COUNSEL, AND ANY OTHER AMOUNTS DUE THE
ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS.
NOTHING CONTAINED HEREIN SHALL
BE DEEMED TO AUTHORIZE THE ADMINISTRATIVE AGENT TO AUTHORIZE OR CONSENT TO OR
ACCEPT OR ADOPT ON BEHALF OF ANY LENDER OR ISSUING BANK ANY PLAN OF
REORGANIZATION, ARRANGEMENT, ADJUSTMENT OR COMPOSITION AFFECTING THE OBLIGATIONS
OR THE RIGHTS OF ANY LENDER OR ISSUING BANK OR TO AUTHORIZE THE ADMINISTRATIVE
AGENT TO VOTE IN RESPECT OF THE CLAIM OF ANY LENDER OR ISSUING BANK IN ANY SUCH
PROCEEDING.
SECTION 8.02.
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY EXECUTE ANY
OF ITS DUTIES UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING FOR
PURPOSES OF HOLDING OR ENFORCING ANY LIEN ON THE COLLATERAL (OR ANY PORTION
THEREOF) BY OR THROUGH AGENTS, EMPLOYEES OR ATTORNEYS-IN-FACT AND SHALL BE
ENTITLED TO ADVICE OF COUNSEL AND OTHER CONSULTANTS OR EXPERTS CONCERNING ALL
MATTERS PERTAINING TO SUCH DUTIES.
THE ADMINISTRATIVE AGENT SHALL NOT BE
RESPONSIBLE FOR THE NEGLIGENCE OR MISCONDUCT OF ANY AGENTS OR ATTORNEYS-IN-FACT
SELECTED BY IT WITH REASONABLE CARE.
THE ADMINISTRATIVE AGENT MAY ALSO FROM
TIME TO TIME, WHEN THE ADMINISTRATIVE AGENT DEEMS IT TO BE NECESSARY OR
DESIRABLE, APPOINT ONE OR MORE TRUSTEES, CO-TRUSTEES, COLLATERAL CO-AGENTS,
COLLATERAL SUBAGENTS OR ATTORNEYS-IN-FACT (EACH, A "SUBAGENT") WITH RESPECT TO
ALL OR ANY PART OF THE COLLATERAL; PROVIDED, THAT NO SUCH SUBAGENT SHALL BE
AUTHORIZED TO TAKE ANY ACTION WITH RESPECT TO ANY COLLATERAL UNLESS AND EXCEPT
TO THE EXTENT
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EXPRESSLY AUTHORIZED IN WRITING BY THE ADMINISTRATIVE AGENT.
SHOULD ANY
INSTRUMENT IN WRITING FROM THE BORROWERS OR ANY OTHER LOAN PARTY BE REQUIRED BY
ANY SUBAGENT SO APPOINTED BY THE ADMINISTRATIVE AGENT TO MORE FULLY OR CERTAINLY
VEST IN AND CONFIRM TO SUCH SUBAGENT SUCH RIGHTS, POWERS, PRIVILEGES AND DUTIES,
THE BORROWERS SHALL, OR SHALL CAUSE SUCH LOAN PARTY TO, EXECUTE, ACKNOWLEDGE AND
DELIVER ANY AND ALL SUCH INSTRUMENTS PROMPTLY UPON REQUEST BY THE ADMINISTRATIVE
AGENT.
IF ANY SUBAGENT, OR SUCCESSOR THERETO, SHALL DIE, BECOME INCAPABLE OF
ACTING, RESIGN OR BE REMOVED, ALL RIGHTS, POWERS, PRIVILEGES AND DUTIES OF SUCH
SUBAGENT, TO THE EXTENT PERMITTED BY LAW, SHALL AUTOMATICALLY VEST IN AND BE
EXERCISED BY THE ADMINISTRATIVE