that such Lender is a direct or indirect counterparty
in a swap agreement or such contractual counterparty's professional advisor (so
long as such contractual counterparty or professional advisor to such
contractual counterparty agrees to be bound by the provisions of this Section
12.16),
(vi)
to the extent disclosure to other entities is appropriate in
connection with any proposed or actual assignment or grant of a participation by
any of the Lenders of interests in this Agreement and/or any of the other Loan
Documents to such other entities (who will in turn be required to maintain
confidentiality as if they were Lenders parties to this Agreement).
In no event
shall Administrative Agent or any Lender be obligated or required to return any
such information or other materials furnished by Borrower.
12.17
CONCERNING THE COLLATERAL AND THE LOAN DOCUMENTS.
(A)
AUTHORITY.
EACH LENDER AUTHORIZES AND DIRECTS DB TO ACT AS
COLLATERAL AGENT AND TO ENTER INTO THE LOAN DOCUMENTS RELATING TO THE COLLATERAL
FOR THE BENEFIT OF THE LENDERS AND THE OTHER SECURED PARTIES.
EACH LENDER
AGREES THAT ANY ACTION TAKEN BY THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS
(OR, WHERE REQUIRED BY THE EXPRESS TERMS, HEREOF, A DIFFERENT PROPORTION OF THE
LENDERS) IN ACCORDANCE WITH THE PROVISIONS HEREOF OR OF THE OTHER LOAN
DOCUMENTS, AND THE EXERCISE BY THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR
THE REQUIRED LENDERS (OR, WHERE SO REQUIRED, SUCH DIFFERENT PROPORTION) OF THE
POWERS SET FORTH HEREIN OR THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE
REASONABLY INCIDENTAL THERETO, SHALL BE AUTHORIZED AND BINDING UPON ALL OF THE
LENDERS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE ADMINISTRATIVE
AGENT OR THE COLLATERAL AGENT AS THE CASE MAY BE, SHALL HAVE THE SOLE AND
EXCLUSIVE RIGHT AND AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT
FOR THE LENDERS WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN
CONNECTION HEREWITH AND WITH THE LOAN DOCUMENTS RELATING TO THE COLLATERAL; (II)
EXECUTE AND DELIVER EACH LOAN DOCUMENT RELATING TO THE COLLATERAL AND ACCEPT
DELIVERY OF EACH SUCH AGREEMENT DELIVERED BY BORROWER OR ANY OF ITS
SUBSIDIARIES; (III) ACT AS THE COLLATERAL AGENT FOR THE LENDERS FOR PURPOSES
STATED THEREIN TO THE EXTENT SUCH ACTION IS PROVIDED FOR UNDER THE LOAN
DOCUMENTS, PROVIDED, HOWEVER, THE ADMINISTRATIVE AGENT HEREBY APPOINTS,
AUTHORIZES AND DIRECTS EACH LENDER TO ACT AS COLLATERAL SUB-AGENT FOR THE
ADMINISTRATIVE AGENT AND THE LENDERS FOR PURPOSES OF THE PERFECTION OF ALL
SECURITY INTERESTS AND LIENS WITH RESPECT TO BORROWER'S AND ITS SUBSIDIARIES'
RESPECTIVE DEPOSIT
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ACCOUNTS MAINTAINED WITH, AND CASH AND CASH EQUIVALENTS HELD BY, SUCH LENDER;
(IV) MANAGE, SUPERVISE AND OTHERWISE DEAL WITH THE COLLATERAL; (V) TAKE SUCH
ACTION AS IS NECESSARY OR DESIRABLE TO MAINTAIN THE PERFECTION AND PRIORITY OF
THE SECURITY INTERESTS AND LIENS CREATED OR PURPORTED TO BE CREATED BY THE LOAN
DOCUMENTS; AND (VI) EXCEPT AS MAY BE OTHERWISE SPECIFICALLY RESTRICTED BY THE
TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT, EXERCISE ALL REMEDIES GIVEN TO THE
ADMINISTRATIVE AGENT OR THE