of
servicing obligations.
The Administrative Agent hereby agrees that upon the
repayment of any Loan, the Administrative Agent shall assign back to the
Borrower all of its right, title and interest in, to and under, and the benefits
of, any Servicing Agreement pertaining to the related Serviced Assets.
SECTION 9.4
DUTIES OF THE BORROWERS.
(A)
DUTIES.
THE BORROWERS SHALL TAKE OR CAUSE
TO BE TAKEN ALL SUCH ACTIONS AS MAY BE NECESSARY OR ADVISABLE TO COLLECT ALL
INCOME AND OTHER AMOUNTS DUE OR RECOVERABLE WITH RESPECT TO THE COLLATERAL FROM
TIME TO TIME, ALL IN ACCORDANCE WITH APPLICABLE LAWS, WITH REASONABLE CARE AND
DILIGENCE, AND IN ACCORDANCE WITH THE STANDARD SET FORTH IN SECTION 9.1(B).
(B)
ADMINISTRATIVE AGENT'S RIGHTS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE EXERCISE BY THE
ADMINISTRATIVE AGENT OF ITS RIGHTS HEREUNDER SHALL NOT RELEASE THE BORROWERS
FROM ANY OF ITS DUTIES OR RESPONSIBILITIES WITH RESPECT TO THE COLLATERAL.
THE
ADMINISTRATIVE AGENT SHALL NOT HAVE ANY OBLIGATION OR LIABILITY WITH RESPECT TO
ANY COLLATERAL, NOR SHALL ANY OF THEM BE OBLIGATED TO PERFORM ANY OF THE
OBLIGATIONS OF THE BORROWERS HEREUNDER.
(C)
SERVICING PROGRAMS.
IN THE EVENT THAT THE
BORROWERS OR THE SERVICERS USE ANY SOFTWARE PROGRAM IN SERVICING THE COLLATERAL
THAT IS LICENSED FROM A THIRD PARTY, AT THE REQUEST OF THE ADMINISTRATIVE AGENT,
THE BORROWERS SHALL USE THEIR REASONABLE EFFORTS TO OBTAIN, EITHER BEFORE THE
CLOSING DATE OR AS SOON AS POSSIBLE THEREAFTER, WHATEVER LICENSES OR APPROVALS
ARE NECESSARY TO ALLOW THE ADMINISTRATIVE AGENT TO USE SUCH PROGRAMS.
SECTION 9.5
AUTHORIZATION OF THE BORROWERS.
(A)
THE ADMINISTRATIVE AGENT HEREBY AUTHORIZES
THE BORROWERS (INCLUDING ANY SUCCESSOR THERETO) TO TAKE ANY AND ALL REASONABLE
STEPS IN ITS NAME AND ON ITS BEHALF NECESSARY OR DESIRABLE AND NOT INCONSISTENT
WITH THE PLEDGE OF THE COLLATERAL TO THE ADMINISTRATIVE AGENT TO COLLECT ALL
AMOUNTS DUE UNDER ANY AND ALL COLLATERAL, INCLUDING, WITHOUT LIMITATION,
ENDORSING ANY CHECKS AND OTHER INSTRUMENTS REPRESENTING INCOME, EXECUTING AND
DELIVERING ANY AND ALL INSTRUMENTS OF SATISFACTION OR CANCELLATION, OR OF
PARTIAL OR FULL RELEASE OR DISCHARGE, AND ALL OTHER COMPARABLE INSTRUMENTS, WITH
RESPECT TO THE COLLATERAL AND, AFTER THE DELINQUENCY OF ANY COLLATERAL AND TO
THE EXTENT PERMITTED UNDER AND IN COMPLIANCE WITH REQUIREMENTS OF LAW, TO
COMMENCE PROCEEDINGS WITH RESPECT TO ENFORCING PAYMENT THEREOF, TO THE SAME
EXTENT AS THE BORROWERS COULD HAVE DONE IF IT HAD CONTINUED TO OWN SUCH
COLLATERAL FREE OF THE LIEN OF THE ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT SHALL FURNISH THE BORROWERS (AND ANY SUCCESSORS THERETO) WITH ANY POWERS
OF ATTORNEY AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO
108
ENABLE THE BORROWERS TO CARRY OUT THEIR SERVICING AND ADMINISTRATIVE DUTIES
HEREUNDER AND SHALL COOPERATE WITH THE BORROWERS TO THE FULLEST EXTENT IN ORDER
TO ENSURE THE COLLECTIBILITY OF THE COLLATERAL.
IN NO EVENT SHALL THE BORROWERS
BE ENTITLED TO MAKE THE ADMINISTRATIVE AGENT A PARTY TO ANY LITIGATION WITHOUT
THE ADMINISTRATIVE AGENT'S EXPRESS PRIOR WRITTEN CONSENT.
(B)
SUBJECT TO ALL OTHER RIGHTS OF THE
ADMINISTRATIVE AGENT CONTAINED