THE REQUIRED
LENDERS, EACH LENDER AGREES TO CONFIRM IN WRITING, UPON REQUEST BY AGENT, THE
AUTHORITY TO RELEASE COLLATERAL CONFERRED UPON AGENT UNDER THIS SECTION.
AGENT
SHALL (AND IS HEREBY IRREVOCABLY AUTHORIZED BY LENDERS TO) EXECUTE SUCH
DOCUMENTS AS MAY BE NECESSARY TO EVIDENCE THE RELEASE OF THE SECURITY INTEREST,
MORTGAGE OR LIENS GRANTED TO AGENT UPON ANY COLLATERAL TO THE EXTENT SET FORTH
ABOVE; PROVIDED, THAT, (I) AGENT SHALL NOT BE REQUIRED TO EXECUTE ANY SUCH
DOCUMENT ON TERMS WHICH, IN AGENT'S OPINION, WOULD EXPOSE AGENT TO LIABILITY OR
CREATE ANY OBLIGATIONS OR ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH
SECURITY INTEREST, MORTGAGE OR LIENS WITHOUT RECOURSE OR WARRANTY AND (II) SUCH
RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR IMPAIR THE OBLIGATIONS OR
ANY SECURITY INTEREST, MORTGAGE OR LIEN UPON (OR OBLIGATIONS OF ANY BORROWER OR
GUARANTOR IN RESPECT OF) THE COLLATERAL RETAINED BY SUCH BORROWER OR GUARANTOR.
(D)
AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY SECURED
PARTY OR ANY OTHER PERSON TO INVESTIGATE, CONFIRM OR ASSURE THAT THE COLLATERAL
EXISTS OR IS OWNED BY ANY BORROWER OR GUARANTOR OR IS CARED FOR, PROTECTED OR
INSURED OR HAS BEEN ENCUMBERED, OR THAT ANY PARTICULAR ITEMS OF COLLATERAL MEET
THE ELIGIBILITY CRITERIA APPLICABLE IN RESPECT OF THE LOANS OR LETTERS OF CREDIT
HEREUNDER, OR WHETHER ANY PARTICULAR RESERVES ARE APPROPRIATE, OR THAT THE LIENS
AND SECURITY INTERESTS GRANTED TO AGENT PURSUANT HERETO OR ANY OF THE FINANCING
AGREEMENTS OR OTHERWISE HAVE BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED,
PERFECTED, PROTECTED OR ENFORCED 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 AGREEMENT OR IN ANY
OF THE OTHER FINANCING AGREEMENTS, IT BEING UNDERSTOOD AND AGREED THAT IN
RESPECT OF THE COLLATERAL, OR ANY ACT, OMISSION OR EVENT RELATED THERETO,
SUBJECT TO THE OTHER TERMS AND CONDITIONS CONTAINED HEREIN, AGENT MAY ACT IN ANY
MANNER IT MAY DEEM APPROPRIATE, IN ITS DISCRETION, GIVEN AGENT'S OWN INTEREST IN
THE COLLATERAL AS A LENDER AND THAT AGENT SHALL HAVE NO DUTY OR LIABILITY
WHATSOEVER TO ANY OTHER LENDER OR ISSUING BANK.
12.12
AGENCY FOR PERFECTION.
EACH SECURED PARTY HEREBY APPOINTS AGENT AND EACH
OTHER SECURED PARTY AS AGENT AND BAILEE FOR THE PURPOSE OF PERFECTING THE
SECURITY INTERESTS IN AND LIENS UPON THE COLLATERAL OF AGENT IN ASSETS WHICH, IN
ACCORDANCE WITH ARTICLE 9 OF THE UCC CAN BE PERFECTED ONLY BY POSSESSION (OR
WHERE THE SECURITY INTEREST OF A SECURED PARTY WITH POSSESSION HAS PRIORITY OVER
THE SECURITY INTEREST OF ANOTHER SECURED PARTY) AND AGENT AND EACH SECURED PARTY
HEREBY ACKNOWLEDGES THAT IT HOLDS POSSESSION OF ANY SUCH COLLATERAL FOR THE
BENEFIT OF AGENT AS SECURED PARTY.
SHOULD ANY SECURED PARTY OBTAIN POSSESSION
OF ANY SUCH COLLATERAL, SUCH LENDER SHALL NOTIFY AGENT THEREOF, AND, PROMPTLY
UPON AGENT'S REQUEST THEREFOR SHALL DELIVER SUCH