PROVIDED TO THE AGENT SUCH ADDITIONAL
INDEMNITIES AND ASSURANCES AGAINST EXPENSES AND LIABILITIES AS THE AGENT MAY
REASONABLY REQUEST, PROCEED TO ENFORCE THE PROVISIONS OF THE LOAN DOCUMENTS AND
EXERCISE ALL OR ANY SUCH OTHER LEGAL AND EQUITABLE AND OTHER RIGHTS OR REMEDIES
AS IT MAY HAVE. THE REQUISITE LENDERS MAY DIRECT THE AGENT IN WRITING AS TO THE
METHOD AND THE EXTENT OF ANY SUCH ENFORCEMENT ACTIONS, THE LENDERS HEREBY
AGREEING TO INDEMNIFY AND HOLD THE AGENT HARMLESS FROM ALL LIABILITIES INCURRED
IN RESPECT OF ALL ACTIONS TAKEN OR OMITTED IN ACCORDANCE WITH SUCH DIRECTIONS,
PROVIDED THAT THE AGENT NEED NOT COMPLY WITH ANY SUCH DIRECTION TO THE EXTENT
THAT THE AGENT REASONABLY BELIEVES THE AGENT'S COMPLIANCE WITH SUCH DIRECTION TO
BE UNLAWFUL OR COMMERCIALLY UNREASONABLE IN ANY APPLICABLE JURISDICTION.
§14.12.
MANDATORY RESIGNATION OF AGENT.
THE AGENT SHALL BE OBLIGATED
TO RESIGN IN ACCORDANCE WITH, AND SUBJECT TO, THE PROVISIONS OF §14.9, WITHOUT
THE CONSENT OF THE BORROWER, UPON THE WRITTEN REQUEST OF LENDERS WHOSE AGGREGATE
COMMITMENTS CONSTITUTE AT LEAST SIXTY-SIX PERCENT (66%) OF
THE TOTAL COMMITMENT
EXCLUDING THE COMMITMENT OF THE LENDER WHICH IS THEN THE AGENT HEREUNDER,
PROVIDED SUCH REQUEST IS MADE FOR CAUSE (PROVIDED, HOWEVER, THAN IN THE CASE OF
A REQUEST FOR RESIGNATION OF FLEET NATIONAL BANK, AS AGENT, SUCH CAUSE MUST
CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT), AND PROVIDED FURTHER THAT
THE SUCCESSOR AGENT ACTIVELY ADMINISTERS CREDITS OF SIMILAR SIZE AND COMPLEXITY
TO THIS AGREEMENT AND THE LOANS.
§14.13.
MATTERS AS TO BORROWER.
(A)
EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, BORROWER SHALL HAVE NO OBLIGATION TO CAUSE AGENT OR ANY OF THE
LENDERS TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT.
(b)
Notwithstanding that a matter in question requires the consent, approval or
direction of any or all of the Lenders, Borrower may rely exclusively on the
written notice of Agent that such consent, approval, or direction has been given
or obtained to bind the Lenders.
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§14.14.
CONCERNING THE COLLATERAL AND THE COLLATERAL DOCUMENTS.
(A)
EACH LENDER AGREES THAT ANY ACTION TAKEN BY THE AGENT OR THE REQUISITE LENDERS
(OR, WHERE REQUIRED BY THE EXPRESS TERMS OF THIS AGREEMENT, A GREATER PROPORTION
OF THE LENDERS) IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR OF THE
OTHER LOAN DOCUMENTS, AND THE EXERCISE BY THE AGENT OR THE REQUISITE LENDERS
(OR, WHERE SO REQUIRED, SUCH GREATER 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 AGENT 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 WITH THE COLLATERAL DOCUMENTS; (II) EXECUTE AND DELIVER EACH
COLLATERAL DOCUMENT AND ACCEPT DELIVERY OF EACH SUCH AGREEMENT DELIVERED BY THE
BORROWER, ANY GUARANTOR OR ANY OF THEIR RESPECTIVE SUBSIDIARIES; (III) ACT AS
COLLATERAL AGENT FOR