THEREOF (OTHER THAN PATENT
APPLICATIONS THE DISCLOSURE OF WHICH SHALL NOT BE REQUIRED UNTIL A PATENT IS
ISSUED) ACQUIRED DURING SUCH QUARTER, AND SUCH LOAN PARTY SHALL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT WITH SUCH WRITTEN
104
NOTICE, OR OTHERWISE AUTHENTICATE, AN IP SECURITY AGREEMENT SUPPLEMENT COVERING
SUCH AFTER-ACQUIRED INTELLECTUAL PROPERTY AND ANY NEWLY ISSUED PATENTS, WHICH IP
SECURITY AGREEMENT SUPPLEMENT MAY BE RECORDED BY THE ADMINISTRATIVE AGENT WITH
THE U.S. PATENT AND TRADEMARK OFFICE, THE U.S. COPYRIGHT OFFICE AND ANY OTHER
GOVERNMENTAL AUTHORITIES NECESSARY TO PERFECT THE SECURITY INTEREST HEREUNDER IN
SUCH AFTER-ACQUIRED INTELLECTUAL PROPERTY.
Section 9.05
Performance by Agent of the Loan Parties' Obligations.
(A)
ADMINISTRATIVE AGENT APPOINTED ATTORNEY-IN-FACT.
EACH LOAN PARTY
HEREBY IRREVOCABLY APPOINTS THE ADMINISTRATIVE AGENT SUCH LOAN PARTY'S
ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND STEAD OF SUCH LOAN PARTY
AND IN THE NAME OF SUCH LOAN PARTY OR OTHERWISE, FROM TIME TO TIME FOLLOWING THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, IN THE
ADMINISTRATIVE AGENT'S DISCRETION, TO TAKE ANY ACTION AND TO EXECUTE ANY
INSTRUMENT THAT THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR ADVISABLE TO
ACCOMPLISH THE PURPOSES OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION:
(I)
TO OBTAIN AND ADJUST INSURANCE REQUIRED TO BE PAID TO THE
ADMINISTRATIVE AGENT PURSUANT TO THIS AGREEMENT,
(II)
TO ASK FOR, DEMAND, COLLECT, SUE FOR, RECOVER, COMPROMISE,
RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR MONEYS DUE AND TO BECOME DUE UNDER
OR IN RESPECT OF ANY OF THE COLLATERAL,
(III)
TO RECEIVE, INDORSE AND COLLECT ANY DRAFTS OR OTHER INSTRUMENTS,
DOCUMENTS AND CHATTEL PAPER, IN CONNECTION WITH CLAUSE (I) OR (II) ABOVE, AND
(IV)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS
THAT THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR DESIRABLE FOR THE COLLECTION
OF ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF THE
ADMINISTRATIVE AGENT WITH RESPECT TO ANY OF THE COLLATERAL.
(B)
ADMINISTRATIVE AGENT MAY PERFORM.
IF ANY LOAN PARTY FAILS TO
PERFORM ANY AGREEMENT CONTAINED HEREIN RELATED TO THE LIEN AND SECURITY INTEREST
GRANTED HEREUNDER IN THE COLLATERAL, THE ADMINISTRATIVE AGENT MAY, AS THE
ADMINISTRATIVE AGENT DEEMS REASONABLY NECESSARY TO PROTECT THE SECURITY INTEREST
GRANTED HEREUNDER IN THE COLLATERAL OR TO PROTECT THE VALUE THEREOF, BUT WITHOUT
ANY OBLIGATION TO DO SO AND WITHOUT NOTICE, ITSELF PERFORM, OR CAUSE PERFORMANCE
OF, SUCH AGREEMENT, AND THE EXPENSES OF THE ADMINISTRATIVE AGENT INCURRED IN
CONNECTION THEREWITH SHALL BE PAYABLE BY SUCH LOAN PARTY UNDER SECTION 10.04.
(C)
PERFORMANCE OF SUCH LOAN PARTY'S AGREEMENTS AS PERMITTED UNDER
THIS SECTION 9.05 SHALL IN NO WAY CONSTITUTE A VIOLATION OF THE AUTOMATIC STAY
PROVIDED BY SECTION 362 OF THE BANKRUPTCY CODE AND EACH LOAN PARTY HEREBY WAIVES
APPLICABILITY THEREOF.
MOREOVER, THE ADMINISTRATIVE AGENT SHALL IN NO WAY BE
RESPONSIBLE FOR THE PAYMENT OF ANY COSTS INCURRED IN CONNECTION WITH PRESERVING
OR DISPOSING OF COLLATERAL PURSUANT TO SECTION 506(C) OF THE BANKRUPTCY CODE AND
THE COLLATERAL MAY NOT BE CHARGED FOR THE INCURRENCE OF ANY SUCH COST.
Section