ADJUSTMENT OR
COMPOSITION AFFECTING THE NOTES OR THE RIGHTS OF ANY HOLDER THEREOF OR TO
AUTHORIZE THE COLLATERAL AGENT TO VOTE IN RESPECT OF THE CLAIM OF ANY SECURED
PARTY IN ANY SUCH PROCEEDING EXCEPT, PURSUANT TO SECTION 13.7(B)(II), TO VOTE
FOR THE ELECTION OF A TRUSTEE IN BANKRUPTCY OR SIMILAR PERSON.
ALL RIGHTS OF ACTION AND OF ASSERTING CLAIMS UNDER THE TRANSACTION DOCUMENTS,
MAY BE ENFORCED BY THE COLLATERAL AGENT WITHOUT THE POSSESSION OF THE NOTES OR
THE PRODUCTION THEREOF IN ANY TRIAL OR OTHER PROCEEDINGS RELATIVE THERETO, AND
ANY SUCH ACTION OR PROCEEDINGS INSTITUTED BY THE COLLATERAL AGENT SHALL BE
BROUGHT IN ITS OWN NAME AS COLLATERAL AGENT, AND ANY RECOVERY OF JUDGMENT,
SUBJECT TO THE PAYMENT OF THE REASONABLE EXPENSES, DISBURSEMENTS AND
COMPENSATION OF THE COLLATERAL AGENT, EACH PREDECESSOR COLLATERAL AGENT AND
THEIR RESPECTIVE AGENTS AND ATTORNEYS, SHALL BE FOR THE RATABLE BENEFIT OF THE
HOLDERS OF THE NOTES AND OTHER SECURED PARTIES.
IN ANY PROCEEDINGS BROUGHT BY THE COLLATERAL AGENT TO ENFORCE THE LIENS UNDER
THE TRANSACTION DOCUMENTS (AND ALSO ANY PROCEEDINGS INVOLVING THE INTERPRETATION
OF ANY PROVISION OF ANY TRANSACTION DOCUMENT), THE COLLATERAL AGENT SHALL BE
HELD TO REPRESENT ALL THE SECURED PARTIES, AND IT SHALL NOT BE NECESSARY TO MAKE
ANY SECURED PARTY A PARTY TO ANY SUCH PROCEEDINGS.
OTHER REMEDIES.
FOLLOWING AN EVENT OF DEFAULT, THE COLLATERAL AGENT SHALL, AT
THE WRITTEN DIRECTION OF THE REQUIRED LENDERS, ALSO DO ONE OR MORE OF THE
FOLLOWING (SUBJECT TO SECTION 13.9):
INSTITUTE PROCEEDINGS IN ITS OWN NAME AND ON BEHALF OF THE SECURED PARTIES AS
COLLATERAL AGENT FOR THE COLLECTION OF ALL AMOUNTS THEN PAYABLE ON THE NOTES OR
HEREUNDER AND FEE LETTER WITH RESPECT THERETO, WHETHER BY DECLARATION OR
OTHERWISE, ENFORCE ANY JUDGMENT OBTAINED, AND COLLECT FROM THE BORROWER AND ANY
OTHER OBLIGOR UPON THE NOTES MONEYS ADJUDGED DUE;
INSTITUTE PROCEEDINGS FROM TIME TO TIME FOR THE COMPLETE OR PARTIAL FORECLOSURE
UPON THE BORROWER COLLATERAL;
EXERCISE ANY REMEDIES OF A SECURED PARTY UNDER THE UCC AND TAKE ANY OTHER
APPROPRIATE ACTION TO PROTECT AND ENFORCE THE RIGHT AND REMEDIES OF THE
COLLATERAL AGENT AND THE SECURED PARTIES; AND
SELL THE BORROWER COLLATERAL OR ANY PORTION THEREOF OR RIGHTS OR INTEREST
THEREIN, AT ONE OR MORE PUBLIC OR PRIVATE SALES CALLED AND CONDUCTED IN ANY
MANNER PERMITTED BY LAW.
LIMITATION ON DUTY OF COLLATERAL AGENT IN RESPECT OF COLLATERAL.
46
BEYOND THE EXERCISE OF REASONABLE CARE IN THE CUSTODY THEREOF, THE COLLATERAL
AGENT SHALL HAVE NO DUTY AS TO ANY BORROWER COLLATERAL IN ITS POSSESSION OR
CONTROL OR IN THE POSSESSION OR CONTROL OF ANY AGENT OR BAILEE OR ANY INCOME
THEREON OR AS TO PRESERVATION OF RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER
RIGHTS PERTAINING THERETO AND THE COLLATERAL AGENT SHALL NOT BE RESPONSIBLE FOR
FILING ANY FINANCING OR CONTINUATION STATEMENTS OR RECORDING ANY DOCUMENTS OR
INSTRUMENTS IN ANY PUBLIC OFFICE AT ANY TIME OR TIMES OR OTHERWISE PERFECTING OR
MAINTAINING THE PERFECTION OF ANY SECURITY INTEREST IN THE BORROWER COLLATERAL.
THE COLLATERAL