THE REQUISITE PERCENTAGE OF LENDERS OF ITS AUTHORITY TO RELEASE ANY
PARTICULAR ITEM OR TYPES OF PROPERTY COVERED BY THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, AND UPON AT LEAST FIVE (5) BUSINESS DAYS' PRIOR WRITTEN REQUEST BY
BORROWER, AGENT SHALL (AND HEREBY IS IRREVOCABLY AUTHORIZED BY LENDERS TO)
EXECUTE SUCH DOCUMENTS AS MAY BE NECESSARY TO EVIDENCE THE RELEASE OF THE LIENS
GRANTED TO AGENT, FOR THE BENEFIT OF THE LENDER PARTIES, HEREIN OR PURSUANT
HERETO UPON SUCH COLLATERAL; PROVIDED, HOWEVER, THAT (A) AGENT SHALL NOT BE
REQUIRED TO EXECUTE ANY SUCH DOCUMENT
47
ON TERMS WHICH, IN AGENT'S OPINION, WOULD EXPOSE AGENT TO LIABILITY OR CREATE
ANY OBLIGATION OR ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH LIENS
WITHOUT RECOURSE OR WARRANTY (OTHER THAN THAT SUCH COLLATERAL IS FREE AND CLEAR,
ON THE DATE OF SUCH DELIVERY, OF ANY AND ALL LIENS ARISING UNDER THE LOAN
DOCUMENTS FROM SUCH PERSON'S OWN ACTS), AND (B) SUCH RELEASE SHALL NOT IN ANY
MANNER DISCHARGE, AFFECT OR IMPAIR THE OBLIGATIONS OR ANY LIENS UPON OR
OBLIGATIONS OF THE CREDIT PARTIES OR ANY SUBSIDIARY OF ANY CREDIT PARTY IN
RESPECT OF ALL INTERESTS RETAINED BY THE CREDIT PARTIES OR ANY SUBSIDIARY OF A
CREDIT PARTY, INCLUDING, WITHOUT LIMITATION, THE PROCEEDS OF ANY SALE, ALL OF
WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE PROPERTY COVERED BY THIS
AGREEMENT, THE LOAN DOCUMENTS OR THE REVOLVING LOAN DOCUMENTS.
(IV)
ABSENCE OF DUTY.
AGENT SHALL HAVE NO OBLIGATION
WHATSOEVER TO ANY LENDER OR ANY OTHER PERSON TO ASSURE THAT THE PROPERTY COVERED
BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS EXISTS OR IS OWNED BY ANY CREDIT
PARTY OR IS CARED FOR, PROTECTED OR INSURED OR HAS BEEN ENCUMBERED OR THAT THE
LIENS GRANTED TO AGENT, ON BEHALF OF THE LENDER PARTIES, HEREIN OR PURSUANT
HERETO HAVE BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED,
PROTECTED, ENFORCED OR MAINTAINED OR ARE ENTITLED TO ANY PARTICULAR PRIORITY, OR
TO EXERCISE AT ALL OR IN ANY PARTICULAR MANNER OR UNDER ANY DUTY OF CARE,
DISCLOSURE, OR FIDELITY, OR TO CONTINUE EXERCISING, ANY OF THE RIGHTS,
AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO AGENT IN THIS SECTION 11.1(H) OR
IN ANY OF THE OTHER LOAN DOCUMENTS; IT BEING UNDERSTOOD AND AGREED THAT IN
RESPECT OF THE PROPERTY COVERED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS,
OR ANY ACT, OMISSION OR EVENT RELATED THERETO, AGENT MAY ACT IN ANY MANNER IT
MAY DEEM APPROPRIATE, IN ITS DISCRETION, GIVEN AGENT'S OWN INTEREST IN PROPERTY
COVERED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AS ONE OF LENDERS AND
AGENT SHALL HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY OF THE OTHER LENDERS;
PROVIDED, THAT AGENT SHALL EXERCISE THE SAME CARE WHICH IT WOULD IN DEALING WITH
LOANS FOR ITS OWN ACCOUNT.
(I)
AGENCY FOR PERFECTION.
EACH LENDER
HEREBY APPOINTS AGENT AS AGENT FOR THE PURPOSE OF PERFECTING LENDERS' SECURITY
INTEREST IN COLLATERAL WHICH, IN ACCORDANCE WITH ARTICLE 9 OF THE UCC IN ANY
APPLICABLE JURISDICTION, CAN BE