EXERCISING, ANY OF THE RIGHTS, AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO
AGENT IN THIS AGREEMENT OR IN ANY OF THE OTHER LOAN DOCUMENTS, IT BEING
UNDERSTOOD AND AGREED THAT IN RESPECT OF THE PROPERTY COVERED BY THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY ACT, OMISSION OR EVENT RELATED THERETO, AGENT
MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS DISCRETION, GIVEN AGENT'S
OWN INTEREST IN PROPERTY COVERED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS
AS ONE OF THE LENDERS AND THAT AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER
TO ANY OF THE OTHER LENDERS; PROVIDED, HOWEVER, THAT AGENT SHALL EXERCISE THE
SAME CARE WHICH IT WOULD IN DEALING WITH LOANS FOR ITS OWN ACCOUNT.
(I)
AGENCY FOR PERFECTION.
AGENT AND EACH LENDER HEREBY APPOINT EACH
OTHER LENDER AS AGENT FOR THE PURPOSE OF PERFECTING AGENT'S SECURITY INTEREST IN
ASSETS WHICH, IN ACCORDANCE WITH APPLICABLE LAW IN ANY APPLICABLE JURISDICTION,
CAN BE PERFECTED ONLY BY POSSESSION.
SHOULD ANY LENDER (OTHER THAN AGENT)
OBTAIN POSSESSION OF ANY SUCH ASSETS, SUCH LENDER SHALL NOTIFY AGENT THEREOF,
AND, PROMPTLY UPON AGENT'S REQUEST THEREFOR, SHALL DELIVER SUCH ASSETS TO AGENT
OR IN ACCORDANCE WITH AGENT'S INSTRUCTIONS.
AGENT MAY FILE SUCH PROOFS OF CLAIM
OR DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF
AGENT AND LENDERS (INCLUDING ANY CLAIM FOR THE REASONABLE COMPENSATION,
EXPENSES, DISBURSEMENTS AND ADVANCES OF AGENT AND LENDERS, THEIR RESPECTIVE
AGENTS, FINANCIAL ADVISORS AND COUNSEL), ALLOWED IN ANY JUDICIAL PROCEEDINGS
RELATIVE TO ANY OF THE LOAN PARTIES, OR ANY OF THEIR RESPECTIVE CREDITORS OR
PROPERTY, AND SHALL BE ENTITLED AND EMPOWERED TO COLLECT, RECEIVE AND DISTRIBUTE
ANY MONIES, SECURITIES OR OTHER PROPERTY PAYABLE OR DELIVERABLE ON ANY SUCH
CLAIMS.
ANY CUSTODIAN IN ANY JUDICIAL PROCEEDINGS RELATIVE TO ANY LOAN PARTY IS
HEREBY AUTHORIZED BY EACH LENDER TO MAKE PAYMENTS TO AGENT AND, IN THE EVENT
THAT AGENT SHALL CONSENT TO THE MAKING OF SUCH PAYMENTS DIRECTLY TO LENDERS, TO
PAY TO AGENT ANY AMOUNT DUE FOR THE REASONABLE COMPENSATION, EXPENSES,
DISBURSEMENTS AND ADVANCES OF AGENT, ITS AGENTS, FINANCIAL ADVISORS AND LEGAL
COUNSEL, AND ANY OTHER AMOUNTS DUE AGENT.
NOTHING CONTAINED IN THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS SHALL BE DEEMED TO AUTHORIZE AGENT TO AUTHORIZE OR
CONSENT TO OR ACCEPT OR ADOPT ON BEHALF OF ANY LENDER ANY PLAN OF
REORGANIZATION, ARRANGEMENT, ADJUSTMENT OR COMPOSITION AFFECTING THE LOANS, OR
THE RIGHTS OF ANY HOLDER THEREOF, OR TO AUTHORIZE AGENT TO VOTE IN RESPECT OF
THE CLAIM OF ANY LENDER IN ANY SUCH PROCEEDING, EXCEPT AS SPECIFICALLY PERMITTED
HEREIN.
48
(J)
EXERCISE OF REMEDIES.
EACH LENDER AGREES THAT IT WILL NOT HAVE
ANY RIGHT INDIVIDUALLY TO ENFORCE OR SEEK TO ENFORCE THIS AGREEMENT OR ANY LOAN
DOCUMENT OR TO REALIZE UPON ANY COLLATERAL SECURITY FOR THE LOANS, UNLESS
INSTRUCTED TO DO SO BY AGENT, IT BEING UNDERSTOOD AND AGREED THAT SUCH RIGHTS
AND REMEDIES MAY BE EXERCISED ONLY BY AGENT.
9.2
Notice of Default. Agent shall not be deemed