AGENT ACKNOWLEDGES THAT AGENT'S LEGAL
COUNSEL IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IS
ACTING AS COUNSEL TO AGENT AND IS NOT ACTING AS COUNSEL TO SUCH LENDER.
THE
RIGHTS AND DUTIES OF AGENT UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY
NOT BE AMENDED, MODIFIED,
65
TERMINATED OR WAIVED WITHOUT THE WRITTEN CONSENT OF AGENT IN ADDITION TO ANY
OTHER CONSENT REQUIRED HEREUNDER.
(B)
DUTIES AS COLLATERAL AND DISBURSING AGENT.
WITHOUT
LIMITING THE GENERALITY OF CLAUSE (A) ABOVE, AGENT SHALL HAVE THE SOLE AND
EXCLUSIVE RIGHT AND AUTHORITY (TO THE EXCLUSION OF LENDERS AND L/C ISSUERS), AND
IS HEREBY AUTHORIZED, TO (I) 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 WITH THE LOAN DOCUMENTS (INCLUDING IN ANY PROCEEDING DESCRIBED IN
SECTION 6.1(F) OR (G) OR ANY OTHER BANKRUPTCY, INSOLVENCY OR SIMILAR
PROCEEDING), AND EACH PERSON MAKING ANY PAYMENT IN CONNECTION WITH ANY LOAN
DOCUMENT TO ANY SECURED PARTY IS HEREBY AUTHORIZED TO MAKE SUCH PAYMENT TO
AGENT, (II) FILE AND PROVE CLAIMS AND FILE OTHER DOCUMENTS NECESSARY OR
DESIRABLE TO ALLOW THE CLAIMS OF THE SECURED PARTIES WITH RESPECT TO ANY
OBLIGATION IN ANY PROCEEDING DESCRIBED IN SECTION 6.1(F) OR (G) OR ANY OTHER
BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING (BUT NOT TO VOTE, CONSENT OR
OTHERWISE ACT ON BEHALF OF SUCH PERSON), (III) ACT AS COLLATERAL AGENT FOR EACH
SECURED PARTY FOR PURPOSES OF THE PERFECTION OF ALL LIENS CREATED BY SUCH
AGREEMENTS AND ALL OTHER PURPOSES STATED THEREIN, (IV) MANAGE, SUPERVISE AND
OTHERWISE DEAL WITH THE COLLATERAL, (V) TAKE SUCH OTHER ACTION AS IS NECESSARY
OR DESIRABLE TO MAINTAIN THE PERFECTION AND PRIORITY OF THE LIENS CREATED OR
PURPORTED TO BE CREATED BY THE LOAN DOCUMENTS, AND (VI) EXCEPT AS MAY BE
OTHERWISE SPECIFIED IN ANY LOAN DOCUMENT, EXERCISE ALL REMEDIES GIVEN TO AGENT
AND THE OTHER SECURED PARTIES WITH RESPECT TO THE COLLATERAL, WHETHER UNDER THE
LOAN DOCUMENTS, APPLICABLE REQUIREMENTS OF LAW OR OTHERWISE; PROVIDED, HOWEVER,
THAT AGENT HEREBY APPOINTS, AUTHORIZES AND DIRECTS EACH LENDER AND EACH L/C
ISSUER TO ACT AS COLLATERAL SUB-AGENT FOR AGENT, THE LENDERS AND THE L/C ISSUERS
FOR PURPOSES OF THE PERFECTION OF ALL LIENS WITH RESPECT TO THE COLLATERAL,
INCLUDING ANY DEPOSIT ACCOUNT MAINTAINED BY HOLDINGS, BORROWER OR ANY DOMESTIC
SUBSIDIARY WITH, AND CASH AND CASH EQUIVALENTS HELD BY, SUCH LENDER OR SUCH L/C
ISSUER, AND MAY FURTHER AUTHORIZE AND DIRECT THE LENDERS AND THE L/C ISSUERS TO
TAKE FURTHER ACTIONS AS COLLATERAL SUB-AGENTS FOR PURPOSES OF ENFORCING SUCH
LIENS OR OTHERWISE TO TRANSFER THE COLLATERAL SUBJECT THERETO TO AGENT, AND EACH
LENDER AND EACH L/C ISSUER HEREBY AGREES TO TAKE SUCH FURTHER ACTIONS TO THE
EXTENT, AND ONLY TO THE EXTENT, SO AUTHORIZED AND DIRECTED.
(C)
LIMITED DUTIES.
UNDER THE LOAN DOCUMENTS, AGENT (I) IS
ACTING SOLELY ON BEHALF OF THE LENDERS AND THE L/C ISSUERS (EXCEPT TO THE
LIMITED EXTENT PROVIDED IN SECTION 1.7(B) WITH RESPECT TO THE REGISTER),