AGREEMENT,
AT THE REQUEST, ORDER OR DIRECTION OF THE COMPANY PURSUANT TO THE PROVISIONS OF
THIS AGREEMENT, UNLESS THE COMPANY SHALL HAVE OFFERED TO THE COLLATERAL AGENT
REASONABLE SECURITY OR INDEMNITY AGAINST THE COSTS, EXPENSES AND LIABILITIES
THAT MAY BE INCURRED THEREIN OR THEREBY; NOTHING CONTAINED IN THIS AGREEMENT,
HOWEVER, SHALL RELIEVE THE COLLATERAL AGENT OF ITS OBLIGATIONS, UPON THE
OCCURRENCE OF A TERMINATION EVENT, A WIND-DOWN EVENT OR AMORTIZATION EVENT (THAT
SHALL NOT HAVE BEEN CURED OR WAIVED), TO EXERCISE SUCH OF THE RIGHTS AND POWERS
VESTED IN IT BY THIS AGREEMENT, AND TO USE THE SAME DEGREE OF CARE AND SKILL IN
THEIR EXERCISE AS A PRUDENT PERSON WOULD EXERCISE OR USE UNDER THE CIRCUMSTANCES
IN THE CONDUCT OF HIS OR HER OWN AFFAIRS.
(J)
THE COLLATERAL AGENT SHALL NOT BE LIABLE FOR ANY ACTION TAKEN,
SUFFERED OR OMITTED BY IT IN GOOD FAITH AND BELIEVED BY IT TO BE AUTHORIZED OR
WITHIN THE DISCRETION OR RIGHTS OR POWERS CONFERRED UPON IT BY THIS AGREEMENT.
(K)
PRIOR TO THE OCCURRENCE OF A TERMINATION EVENT, WIND-DOWN EVENT OR
AMORTIZATION EVENT AND BEFORE THE COLLATERAL AGENT HAS RECEIVED NOTICE OF SUCH
TERMINATION EVENT, WIND-DOWN EVENT OR AMORTIZATION EVENT AND AFTER THE CURING
(EXCEPT WITH RESPECT TO A TERMINATION EVENT) OR WAIVER OF ANY TERMINATION EVENT,
WIND-DOWN EVENT OR AMORTIZATION EVENT THAT MAY HAVE OCCURRED, THE COLLATERAL
AGENT SHALL NOT BE BOUND TO MAKE ANY INVESTIGATION INTO THE FACTS OF MATTERS
STATED IN ANY RESOLUTION, CERTIFICATE, STATEMENT, INSTRUMENT, OPINION, REPORT,
NOTICE, REQUEST, CONSENT, ORDER, APPROVAL, BOND OR OTHER PAPER OR DOCUMENT,
UNLESS REQUESTED IN WRITING SO TO DO BY A SECURED PARTY; PROVIDED, HOWEVER, THAT
IF THE PAYMENT WITHIN A REASONABLE TIME TO THE COLLATERAL AGENT OF THE COSTS,
EXPENSES OR LIABILITIES LIKELY TO BE INCURRED BY IT IN THE MAKING OF SUCH
INVESTIGATION SHALL BE, IN THE OPINION OF THE COLLATERAL AGENT, NOT REASONABLY
ASSURED BY THE DEBTOR, THE COLLATERAL AGENT MAY REQUIRE REASONABLE INDEMNITY
AGAINST SUCH COST, EXPENSE OR LIABILITY AS A CONDITION TO SO PROCEEDING.
THE
REASONABLE EXPENSE OF EVERY SUCH EXAMINATION SHALL BE PAID BY THE DEBTOR OR, IF
PAID BY THE COLLATERAL AGENT, SHALL BE REIMBURSED BY THE DEBTOR UPON DEMAND.
(L)
THE COLLATERAL AGENT MAY EXECUTE ANY OF THE TRUSTS OR POWERS
HEREUNDER OR PERFORM ANY DUTIES UNDER THIS AGREEMENT EITHER DIRECTLY OR BY OR
THROUGH AGENTS OR ATTORNEYS OR A CUSTODIAN. THE COLLATERAL AGENT SHALL NOT BE
RESPONSIBLE FOR ANY MISCONDUCT OR NEGLIGENCE OF ANY SUCH AGENT OR CUSTODIAN
APPOINTED WITH DUE CARE BY IT HEREUNDER.
58
SECTION 7.5
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE COLLATERAL AGENT.
The Collateral Agent shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:
(I)
THE CORPORATION FORMED BY SUCH CONSOLIDATION OR INTO WHICH THE
COLLATERAL AGENT IS MERGED OR THE PERSON WHICH ACQUIRES BY CONVEYANCE OR
TRANSFER THE PROPERTIES AND ASSETS OF THE COLLATERAL AGENT