WITH THE
COLLATERAL;
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(K)
TO SIGN OR ENDORSE THE NAME OF BORROWER UPON ANY CHATTEL PAPER,
DOCUMENT, INSTRUMENT, INVOICE, FREIGHT BILL, BILL OF LADING, WAREHOUSE RECEIPT
OR SIMILAR DOCUMENT OR AGREEMENT RELATING TO THE COLLATERAL;
(L)
TO USE THE INFORMATION RECORDED ON OR CONTAINED IN ANY DATA
PROCESSING EQUIPMENT AND COMPUTER HARDWARE AND SOFTWARE RELATING TO THE
COLLATERAL TO WHICH BORROWER HAS ACCESS;
(M)
TO ENTER INTO CONTRACTS OR AGREEMENTS FOR THE PROCESSING,
FABRICATION, PACKAGING AND DELIVERY OF THE COLLATERAL AS SAID ATTORNEY-IN-FACT,
AGENT OR COLLATERAL AGENT MAY FROM TIME TO TIME DEEM APPROPRIATE AND CHARGE
BORROWER'S ACCOUNT FOR ANY COSTS THEREBY INCURRED;
(N)
TO RECEIVE, TAKE, ENDORSE, ASSIGN AND DELIVER IN AGENT, COLLATERAL
AGENT'S OR BORROWER'S NAME ANY AND ALL CHECKS, NOTES, DRAFTS AND OTHER
INSTRUMENTS;
(O)
TO RECEIVE, OPEN AND DISPOSE OF ALL MAIL ADDRESSED TO BORROWER AND
TO NOTIFY POSTAL AUTHORITIES TO CHANGE THE ADDRESS FOR THE DELIVERY THEREOF TO
SUCH ADDRESS AS AGENT OR COLLATERAL AGENT MAY DESIGNATE; AND
(P)
TO DO ALL ACTS AND THINGS NECESSARY, IN AGENT'S AND COLLATERAL
AGENT'S DISCRETION, TO FULFILL BORROWER'S OBLIGATIONS UNDER THIS AGREEMENT AND
TO OTHERWISE CARRY OUT THE PURPOSES OF THIS AGREEMENT.
11.11
DEFAULT COSTS.
BORROWER HEREBY AGREES TO PAY TO EACH LENDER PARTY
UPON DEMAND ALL DEFAULT COSTS INCURRED BY SUCH LENDER PARTY, WHICH AGREEMENT
SHALL BE A CONTINUING AGREEMENT AND SHALL SURVIVE PAYMENT OF THE LOANS AND
TERMINATION OF THIS AGREEMENT.
ARTICLE XII
12.
THE AGENT.
12.1
AUTHORIZATION AND ACTION.
(A)
EACH LENDER HEREBY APPOINTS AND AUTHORIZES AGENT TO TAKE SUCH
ACTION AS AGENT ON ITS BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ARE DELEGATED TO AGENT BY THE
TERMS HEREOF AND THEREOF, TOGETHER WITH SUCH POWERS AND DISCRETION AS ARE
REASONABLY INCIDENTAL THERETO.
AS TO ANY MATTERS PROVIDED FOR IN THE LOAN
DOCUMENTS AS BEING SUBJECT TO THE CONSENT, DIRECTION OR APPROVAL OF AGENT, SUCH
MATTERS SHALL BE SUBJECT TO THE SOLE DISCRETION OF AGENT, ITS DIRECTORS,
OFFICERS, AGENTS AND EMPLOYEES, WITHOUT THE APPROVAL OF ANY LENDER.
AGENT SHALL
NOT BE REQUIRED TO EXERCISE ANY DISCRETION OR TAKE ANY ACTION, BUT SHALL BE
REQUIRED TO ACT OR TO REFRAIN FROM ACTING (AND SHALL BE FULLY PROTECTED IN SO
ACTING OR REFRAINING FROM ACTING) UPON THE INSTRUCTIONS OF THE REQUIRED LENDERS,
AND SUCH INSTRUCTIONS SHALL BE BINDING UPON ALL LENDER PARTIES AND ALL HOLDERS
OF NOTES.
AGENT SHALL BE ENTITLED TO REQUEST INSTRUCTIONS FROM THE REQUIRED
LENDERS IN EXERCISING ANY DISCRETION OR TAKING ANY ACTION AND SHALL BE FULLY
PROTECTED IN SO ACTING OR REFRAINING FROM ACTING UPON THE INSTRUCTIONS OF THE
REQUIRED LENDERS, AND SUCH INSTRUCTIONS SHALL BE BINDING UPON ALL
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LENDER PARTIES AND ALL HOLDERS OF NOTES.
IN NO EVENT SHALL AGENT BE REQUIRED TO
TAKE ANY ACTION THAT AGENT BELIEVES TO BE CONTRARY TO THIS AGREEMENT OR
APPLICABLE LAW.
(B)
NOTWITHSTANDING THE PRECEDING, EACH OF THE FOLLOWING SHALL REQUIRE
THE APPROVAL OR CONSENT OF THE REQUIRED LENDERS:
(1)
THE