OR
CONTROL OF SUCH COLLATERAL AGENT TO THE SUCCESSOR COLLATERAL AGENT AND WILL,
SUBJECT TO PAYMENT OF ITS REASONABLE COSTS AND EXPENSES (INCLUDING COUNSEL FEES
AND EXPENSES), EXECUTE AND DELIVER SUCH NOTICES, INSTRUCTIONS AND ASSIGNMENTS AS
MAY BE REASONABLY NECESSARY OR DESIRABLE TO TRANSFER THE RIGHTS OF THE
COLLATERAL AGENT WITH RESPECT TO SUCH COLLATERAL PROPERTY TO THE SUCCESSOR
COLLATERAL AGENT.
SECTION 9.07
NO AMENDMENT TO DUTIES OF AGENT WITHOUT CONSENT. NO
AGENT SHALL BE BOUND BY ANY WAIVER, AMENDMENT, SUPPLEMENT OR MODIFICATION OF
THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT THAT AFFECTS ITS RIGHTS OR DUTIES
HEREUNDER OR THEREUNDER UNLESS SUCH AGENT SHALL HAVE GIVEN ITS PRIOR WRITTEN
CONSENT, IN ITS CAPACITY AS AGENT, THERETO.
SECTION 9.08
NON-RELIANCE ON AGENT AND OTHER LENDERS. EACH LENDER
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY AGENT OR
ANY OTHER LENDER OR ANY OF THEIR RELATED PARTIES AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO THIS AGREEMENT AND MAKE ITS LOANS. EACH LENDER ALSO
ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON ANY AGENT OR
ANY OTHER LENDER OR ANY OF THEIR RELATED PARTIES AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL FROM TIME TO TIME DEEM APPROPRIATE, CONTINUE TO MAKE ITS
OWN DECISIONS IN TAKING OR NOT TAKING
102
ACTION UNDER OR BASED UPON THIS AGREEMENT, ANY OTHER FINANCING DOCUMENT OR ANY
RELATED AGREEMENT OR ANY DOCUMENT FURNISHED HEREUNDER OR THEREUNDER.
SECTION 9.09
NO LEAD ARRANGER OR BOOKRUNNER DUTIES. ANYTHING HEREIN
TO THE CONTRARY NOTWITHSTANDING, NO LEAD ARRANGER OR BOOKRUNNER SHALL HAVE ANY
POWERS, DUTIES OR RESPONSIBILITIES UNDER THIS AGREEMENT OR ANY OF THE OTHER
FINANCING DOCUMENTS, EXCEPT IN ITS CAPACITY, AS APPLICABLE, AS AN AGENT OR A
LENDER HEREUNDER.
SECTION 9.10
COLLATERAL AGENT MAY FILE PROOFS OF CLAIM. (A) IN CASE
OF THE PENDENCY OF ANY INSOLVENCY OR LIQUIDATION PROCEEDING RELATIVE TO THE
BORROWER OR THE PLEDGOR (INCLUDING ANY EVENT DESCRIBED IN
SECTION 8.01(I) (EVENTS OF DEFAULT - BANKRUPTCY, INSOLVENCY), THE COLLATERAL
AGENT (IRRESPECTIVE OF WHETHER THE PRINCIPAL OF ANY LOAN SHALL THEN BE DUE AND
PAYABLE AS HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF
WHETHER THE COLLATERAL AGENT OR ANY OTHER SENIOR SECURED PARTY SHALL HAVE MADE
ANY DEMAND ON THE BORROWER) SHALL BE ENTITLED AND EMPOWERED, BUT SHALL NOT BE
OBLIGATED, BY INTERVENTION IN SUCH PROCEEDING OR OTHERWISE:
(I)
TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF
THE PRINCIPAL AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS AND ALL
OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER DOCUMENTS AS
MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF THE SENIOR SECURED
PARTIES (INCLUDING ANY CLAIM FOR THE REASONABLE COMPENSATION, EXPENSES,
DISBURSEMENTS AND ADVANCES OF THE SENIOR SECURED PARTIES AND THEIR RESPECTIVE
AGENTS AND COUNSEL AND ALL OTHER AMOUNTS DUE THE SENIOR SECURED PARTIES UNDER
SECTION 3.13 (FEES), SECTION 10.06 (COSTS AND EXPENSES) AND