DEFEND ANY SUIT, ACTION OR PROCEEDING BROUGHT AGAINST SUCH
GRANTOR WITH RESPECT TO ANY COLLATERAL; (6) SETTLE, COMPROMISE OR ADJUST ANY
SUCH SUIT, ACTION OR PROCEEDING AND, IN CONNECTION THEREWITH, GIVE SUCH
DISCHARGES OR RELEASES AS THE ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE;
(7) ASSIGN ANY COPYRIGHT, PATENT OR TRADEMARK, THROUGHOUT THE WORLD FOR SUCH
TERM OR TERMS, ON SUCH CONDITIONS, AND IN SUCH MANNER, AS THE ADMINISTRATIVE
AGENT SHALL IN ITS SOLE DISCRETION DETERMINE; (8) VOTE ANY RIGHT OR INTEREST
WITH RESPECT TO ANY INVESTMENT PROPERTY; (9) ORDER GOOD STANDING CERTIFICATES
AND CONDUCT LIEN SEARCHES IN RESPECT OF SUCH JURISDICTIONS OR OFFICES AS THE
ADMINISTRATIVE AGENT MAY DEEM APPROPRIATE; AND (10) GENERALLY SELL, TRANSFER,
PLEDGE AND MAKE ANY AGREEMENT WITH RESPECT TO OR OTHERWISE DEAL WITH ANY OF THE
COLLATERAL AS FULLY AND COMPLETELY AS THOUGH THE ADMINISTRATIVE AGENT WERE THE
ABSOLUTE OWNER THEREOF FOR ALL PURPOSES, AND DO, AT THE ADMINISTRATIVE AGENT'S
OPTION AND SUCH GRANTOR'S EXPENSE, AT ANY TIME, OR FROM TIME TO TIME, ALL ACTS
AND THINGS WHICH THE ADMINISTRATIVE AGENT DEEMS NECESSARY TO PROTECT, PRESERVE
OR REALIZE UPON THE COLLATERAL AND THE ADMINISTRATIVE AGENT'S SECURITY INTERESTS
THEREIN AND TO EFFECT THE INTENT OF THIS AGREEMENT, ALL AS FULLY AND EFFECTIVELY
AS SUCH GRANTOR MIGHT DO.
Anything in this Section 7.1(a) to the contrary notwithstanding, the
Administrative Agent agrees that it will not exercise any right under the power
of attorney provided for in this Section 7.1(a) unless an Event of Default shall
have occurred and be continuing.
(B)
IF ANY GRANTOR FAILS TO PERFORM OR COMPLY WITH ANY OF ITS AGREEMENTS
CONTAINED HEREIN, THE ADMINISTRATIVE AGENT, AT ITS OPTION, BUT WITHOUT ANY
OBLIGATION SO TO DO, MAY PERFORM OR COMPLY, OR OTHERWISE CAUSE PERFORMANCE OR
COMPLIANCE, WITH SUCH AGREEMENT.
(C)
EACH GRANTOR HEREBY RATIFIES ALL THAT SUCH ATTORNEYS SHALL LAWFULLY
DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
ALL POWERS, AUTHORIZATIONS AND
AGENCIES CONTAINED IN THIS AGREEMENT ARE COUPLED WITH AN INTEREST AND ARE
IRREVOCABLE UNTIL THIS AGREEMENT IS TERMINATED AND THE SECURITY INTERESTS
CREATED HEREBY ARE RELEASED.
7.2
DUTY OF ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT'S SOLE DUTY WITH RESPECT TO THE CUSTODY, SAFEKEEPING AND
PHYSICAL PRESERVATION OF THE COLLATERAL IN ITS POSSESSION SHALL BE TO DEAL WITH
IT IN THE SAME MANNER AS THE ADMINISTRATIVE AGENT DEALS WITH SIMILAR PROPERTY
FOR ITS OWN ACCOUNT.
NEITHER THE ADMINISTRATIVE AGENT OR ANY LENDER NOR ANY OF
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR
ANY FAILURE TO DEMAND, COLLECT OR REALIZE UPON ANY OF THE COLLATERAL OR FOR ANY
DELAY IN DOING SO OR SHALL BE UNDER ANY OBLIGATION TO SELL OR OTHERWISE DISPOSE
OF ANY COLLATERAL UPON THE REQUEST OF ANY GRANTOR OR ANY OTHER PERSON OR TO TAKE
ANY OTHER ACTION WHATSOEVER WITH REGARD TO THE COLLATERAL OR ANY PART THEREOF.
THE POWERS CONFERRED ON THE ADMINISTRATIVE AGENT AND THE LENDERS HEREUNDER ARE
SOLELY TO PROTECT THE
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ADMINISTRATIVE AGENT'S AND THE LENDERS' INTERESTS IN THE COLLATERAL AND SHALL
NOT