PROTECT OR
MORE FULLY EVIDENCE THE SECURITY INTEREST GRANTED TO THE ADMINISTRATIVE AGENT,
AS AGENT FOR THE SECURED PARTIES, IN THE COLLATERAL, OR TO ENABLE THE
ADMINISTRATIVE AGENT OR THE SECURED PARTIES TO EXERCISE AND ENFORCE THEIR RIGHTS
AND REMEDIES HEREUNDER.
(C)
IF THE BORROWER OR THE SERVICER FAILS TO
PERFORM ANY OF ITS OBLIGATIONS HEREUNDER AFTER FIVE BUSINESS DAYS' NOTICE FROM
THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT OR ANY LENDER MAY (BUT SHALL
NOT BE REQUIRED TO) PERFORM, OR CAUSE PERFORMANCE OF, SUCH OBLIGATION; AND THE
ADMINISTRATIVE AGENT'S OR SUCH LENDER'S REASONABLE COSTS AND EXPENSES INCURRED
IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE BORROWER (IF THE SERVICER THAT
FAILS TO SO PERFORM IS THE BORROWER OR AN AFFILIATE THEREOF) AS PROVIDED IN
ARTICLE IX, AS APPLICABLE.
THE BORROWER IRREVOCABLY AUTHORIZES THE
ADMINISTRATIVE AGENT AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS
ATTORNEY-IN-FACT TO ACT ON BEHALF OF THE BORROWER, (I) TO EXECUTE ON BEHALF OF
THE BORROWER AS DEBTOR AND TO FILE FINANCING STATEMENTS NECESSARY OR DESIRABLE
IN THE ADMINISTRATIVE AGENT'S SOLE DISCRETION TO PERFECT AND TO MAINTAIN THE
PERFECTION AND PRIORITY OF THE INTEREST OF THE SECURED PARTIES IN THE COLLATERAL
AND (II) TO FILE A CARBON, PHOTOGRAPHIC OR OTHER REPRODUCTION OF THIS AGREEMENT
OR ANY FINANCING STATEMENT WITH RESPECT TO THE COLLATERAL AS A FINANCING
STATEMENT IN SUCH OFFICES AS THE ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION
DEEMS NECESSARY OR DESIRABLE TO PERFECT AND TO MAINTAIN THE PERFECTION AND
PRIORITY OF THE INTERESTS OF THE LENDERS IN THE COLLATERAL.
THIS APPOINTMENT IS
COUPLED WITH AN INTEREST AND IS IRREVOCABLE.
(D)
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, BORROWER WILL, NOT EARLIER THAN SIX (6) MONTHS AND NOT LATER THAN
THREE (3) MONTHS PRIOR TO THE FIFTH ANNIVERSARY OF THE DATE OF FILING OF THE
FINANCING STATEMENT REFERRED TO IN SECTION 3.1 OR ANY OTHER FINANCING STATEMENT
FILED PURSUANT TO THIS AGREEMENT OR IN CONNECTION WITH ANY ADVANCE HEREUNDER,
UNLESS THE COLLECTION DATE SHALL HAVE OCCURRED:
(I)
EXECUTE AND DELIVER AND FILE OR CAUSE TO
BE FILED AN APPROPRIATE CONTINUATION STATEMENT WITH RESPECT TO SUCH FINANCING
STATEMENT; AND
(II)
DELIVER OR CAUSE TO BE DELIVERED TO THE
ADMINISTRATIVE AGENT AN OPINION OF THE COUNSEL FOR BORROWER, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT, CONFIRMING AND
UPDATING THE OPINION DELIVERED PURSUANT TO SECTION 3.1 WITH RESPECT TO
PERFECTION AND OTHERWISE TO THE EFFECT THAT THE COLLATERAL HEREUNDER CONTINUES
TO BE SUBJECT TO A PERFECTED SECURITY INTEREST IN FAVOR OF THE ADMINISTRATIVE
AGENT, AS AGENT FOR THE SECURED PARTIES, SUBJECT TO NO OTHER LIENS OF RECORD
EXCEPT AS PROVIDED HEREIN OR OTHERWISE PERMITTED HEREUNDER, WHICH OPINION MAY
CONTAIN USUAL AND CUSTOMARY ASSUMPTIONS, LIMITATIONS AND EXCEPTIONS.
SECTION 12.12
CONFIDENTIALITY.
(A)
EACH OF THE ADMINISTRATIVE AGENT, THE
MANAGING AGENTS, THE OTHER SECURED PARTIES AND THE BORROWER SHALL MAINTAIN AND
SHALL CAUSE EACH OF ITS EMPLOYEES AND OFFICERS TO MAINTAIN THE CONFIDENTIALITY
OF THE AGREEMENT AND THE OTHER CONFIDENTIAL PROPRIETARY INFORMATION WITH RESPECT
TO THE OTHER PARTIES HERETO AND THEIR