BY
REASON OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, A FIDUCIARY RELATIONSHIP
IN RESPECT OF ANY LENDER OR ANY OTHER PERSON.
EACH LENDER HEREBY MAKES THE SAME
ACKNOWLEDGMENTS WITH RESPECT TO ANY LENDERS SO IDENTIFIED AS IT MAKES IN
SECTION 10.5 WITH RESPECT TO THE ADMINISTRATIVE AGENT.
10.13
POWER OF ATTORNEY FOR GERMAN COLLATERAL AGREEMENTS.
(A)
EACH SECURED PARTY HEREBY AUTHORIZES THE
ADMINISTRATIVE AGENT TO ACT ON ITS BEHALF AND IN ITS NAME AND TO REPRESENT IT IN
ANY WAY WHATSOEVER IN CONNECTION WITH THE PREPARATION, EXECUTION AND DELIVERY OF
EACH GERMAN COLLATERAL AGREEMENT AND THE PERFECTION AND MONITORING OF EACH
SECURITY INTEREST GRANTED UNDER ANY GERMAN COLLATERAL AGREEMENT (A "GERMAN
SECURITY INTEREST"), INCLUDING, BUT NOT LIMITED TO, ANY PLEDGE AGREEMENT WITH
RESPECT TO SHARES OR PARTNERSHIP INTERESTS IN A GERMAN COMPANY IN NOTARIAL FORM,
AS WELL AS ANY OTHER PLEDGE, MORTGAGE, ASSIGNMENT OR TRANSFER OF TITLE FOR
SECURITY PURPOSES.
THIS POWER OF ATTORNEY SHALL
112
INCLUDE THE POWER TO ENTER INTO AND AGREE THE TERMS OF AND ANY AMENDMENTS TO,
ANY AGREEMENTS WHICH ARE NECESSARY OR DESIRABLE IN THIS CONTEXT, THE POWER TO
MAKE AND RECEIVE ANY AND ALL DECLARATIONS AND TO PERFORM ANY AND ALL ACTIONS
WHICH ARE NECESSARY OR APPROPRIATE IN THIS CONTEXT, WHETHER IN PRIVATE WRITTEN
FORM (PRIVATE SCHRIFTFORM) OR IN NOTARIAL FORM.
THE ADMINISTRATIVE AGENT SHALL
HAVE THE SOLE POWER OF ATTORNEY, IT SHALL BE RELEASED FROM THE RESTRICTIONS OF
SECTION 181 OF THE GERMAN CIVIL CODE (BÜRGERLICHES GESETZBUCH, BGB) AND SHALL BE
AUTHORIZED TO DELEGATE THIS POWER OF ATTORNEY, INCLUDING THE RESTRICTIONS OF
SECTION 181 OF THE GERMAN CIVIL CODE.
(B)
THE ADMINISTRATIVE AGENT SHALL (I) HOLD SUCH
GERMAN SECURITY INTEREST, IF ANY, WHICH IS TRANSFERRED OR ASSIGNED BY WAY OF
SECURITY (SICHERUNGSÜBEREIGNUNG/SICHERUNGSABTRETUNG) OR OTHERWISE GRANTED UNDER
A NON-ACCESSORY SECURITY RIGHT (NICHT AKZESSORISCHE SICHERHEIT) OR GRANTED TO
THE ADMINISTRATIVE AGENT UNDER AN ACCESSORY SECURITY RIGHT (AKZESSORISCHE
SICHERHEIT) PURSUANT TO A PARALLEL DEBT STRUCTURE AS TRUSTEE (TREUHÄNDER) FOR
THE BENEFIT OF THE SECURED PARTIES AND (II) ADMINISTER IN THE NAME AND ON BEHALF
OF THE LENDERS SUCH GERMAN SECURITY INTEREST WHICH IS PLEDGED (VERPFÄNDUNG) OR
OTHERWISE TRANSFERRED UNDER AN ACCESSORY SECURITY RIGHT (AKZESSORISCHE
SICHERHEIT) TO THE ADMINISTRATIVE AGENT AND THE OTHER SECURED PARTIES OTHER THAN
ACCESSORY SECURITY RIGHTS SET FORTH IN CLAUSE (I) ABOVE.
ARTICLE XI
MISCELLANEOUS
11.1
FEES AND EXPENSES.
THE BORROWERS AGREE (SUBJECT
TO SECTION 11.18) (I) WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE CONSUMMATED, TO PAY UPON DEMAND ALL REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT AND THE ARRANGER (INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL TO THE
ADMINISTRATIVE AGENT AND THE ARRANGER) IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION, DELIVERY AND SYNDICATION OF THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS AND ANY AMENDMENT, MODIFICATION OR WAIVER HEREOF OR THEREOF OR
CONSENT WITH RESPECT HERETO OR THERETO, (II) AFTER THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, TO PAY UPON DEMAND ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF