AGENT SHALL HAVE THE AUTHORITY TO ACT AS THE EXCLUSIVE AGENT OF SUCH
SECURED PARTY FOR ENFORCEMENT OF ANY PROVISIONS OF THIS AGREEMENT AND THE
SECURITY DOCUMENTS AGAINST ANY GRANTOR OR THE EXERCISE OF REMEDIES HEREUNDER OR
THEREUNDER, (3) TO AGREE THAT SUCH SECURED PARTY SHALL NOT TAKE ANY ACTION TO
ENFORCE ANY PROVISIONS OF THIS AGREEMENT OR ANY SECURITY DOCUMENT AGAINST ANY
GRANTOR OR TO EXERCISE ANY REMEDY HEREUNDER OR THEREUNDER AND (4) TO AGREE TO BE
BOUND BY THE TERMS OF THIS AGREEMENT AND THE SECURITY DOCUMENTS.
(C)
THE COLLATERAL AGENT HEREBY AGREES THAT IT
HOLDS AND WILL HOLD ALL OF ITS RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE
SECURITY DOCUMENTS AND THE COLLATERAL GRANTED TO THE COLLATERAL AGENT THEREUNDER
WHETHER NOW EXISTING OR HEREAFTER ARISING (ALL SUCH RIGHT, TITLE AND INTEREST
BEING HEREINAFTER REFERRED TO AS THE "COLLATERAL ESTATE") UNDER AND SUBJECT TO
THE CONDITIONS SET FORTH IN THIS AGREEMENT; AND THE COLLATERAL AGENT FURTHER
AGREES THAT IT WILL HOLD SUCH COLLATERAL ESTATE FOR THE BENEFIT OF THE SECURED
PARTIES, FOR THE ENFORCEMENT OF THE PAYMENT OF ALL OBLIGATIONS (SUBJECT TO THE
LIMITATIONS AND PRIORITIES SET FORTH HEREIN AND IN THE RESPECTIVE SECURITY
DOCUMENTS) AND AS SECURITY FOR THE PERFORMANCE OF AND COMPLIANCE WITH THE
COVENANTS AND CONDITIONS OF THIS AGREEMENT AND EACH OF THE SECURITY DOCUMENTS.
SECTION 7.02.
EXERCISE OF POWERS. ALL OF THE POWERS, REMEDIES
AND RIGHTS OF THE COLLATERAL AGENT AS SET FORTH IN THIS AGREEMENT MAY BE
EXERCISED BY THE COLLATERAL AGENT IN RESPECT OF ANY SECURITY DOCUMENT AS THOUGH
SET FORTH IN FULL THEREIN AND ALL OF THE POWERS, REMEDIES AND RIGHTS OF THE
COLLATERAL AGENT AS SET FORTH IN ANY SECURITY DOCUMENT MAY BE EXERCISED FROM
TIME TO TIME AS HEREIN AND THEREIN PROVIDED.
SECTION 7.03.
REMEDIES NOT EXCLUSIVE. (A)
NO REMEDY CONFERRED
UPON OR RESERVED TO THE COLLATERAL AGENT HEREIN OR IN THE SECURITY DOCUMENTS IS
INTENDED TO BE EXCLUSIVE OF ANY OTHER REMEDY OR REMEDIES, BUT EVERY SUCH REMEDY
SHALL BE CUMULATIVE AND SHALL BE IN ADDITION TO EVERY OTHER REMEDY CONFERRED
HEREIN OR IN ANY SECURITY DOCUMENT OR NOW OR HEREAFTER EXISTING AT LAW OR IN
EQUITY OR BY STATUTE.
(B)
NO UNDUE DELAY OR OMISSION BY THE COLLATERAL
AGENT TO EXERCISE ANY RIGHT, REMEDY OR POWER HEREUNDER OR UNDER ANY SECURITY
DOCUMENT SHALL IMPAIR ANY SUCH RIGHT, REMEDY OR POWER OR SHALL
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BE CONSTRUED TO BE A WAIVER THEREOF, AND EVERY RIGHT, POWER AND REMEDY GIVEN BY
THIS AGREEMENT OR ANY SECURITY DOCUMENT TO THE COLLATERAL AGENT MAY BE EXERCISED
FROM TIME TO TIME AND AS OFTEN AS MAY BE DEEMED EXPEDIENT BY THE COLLATERAL
AGENT.
(C)
IF THE COLLATERAL AGENT SHALL HAVE
PROCEEDED TO ENFORCE ANY RIGHT, REMEDY OR POWER UNDER THIS AGREEMENT OR ANY
SECURITY DOCUMENT AND THE PROCEEDING FOR THE ENFORCEMENT THEREOF SHALL HAVE BEEN
DISCONTINUED OR ABANDONED FOR ANY REASON OR SHALL HAVE BEEN DETERMINED ADVERSELY
TO THE COLLATERAL AGENT, THEN THE GRANTORS, THE COLLATERAL AGENT AND THE OTHER