RELEASE ON TERMS THAT, IN
AGENT'S OPINION, WOULD EXPOSE AGENT TO LIABILITY OR CREATE ANY OBLIGATION OR
ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH LIEN WITHOUT RECOURSE,
REPRESENTATION,
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OR WARRANTY, AND (2) SUCH RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT, OR
IMPAIR THE OBLIGATIONS OR ANY LIENS (OTHER THAN THOSE EXPRESSLY BEING RELEASED)
UPON (OR OBLIGATIONS OF BORROWER IN RESPECT OF) ALL INTERESTS RETAINED BY
BORROWER, INCLUDING, THE PROCEEDS OF ANY SALE, ALL OF WHICH SHALL CONTINUE TO
CONSTITUTE PART OF THE COLLATERAL.
(B)
AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY OF THE LENDERS TO ASSURE
THAT THE COLLATERAL EXISTS OR IS OWNED BY BORROWER OR IS CARED FOR, PROTECTED,
OR INSURED OR HAS BEEN ENCUMBERED, OR THAT THE AGENT'S LIENS 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 PURSUANT TO ANY OF THE LOAN DOCUMENTS, IT BEING UNDERSTOOD AND AGREED THAT
IN RESPECT OF THE COLLATERAL, OR ANY ACT, OMISSION, OR EVENT RELATED THERETO,
SUBJECT TO THE TERMS AND CONDITIONS CONTAINED HEREIN, AGENT MAY ACT IN ANY
MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE DISCRETION GIVEN AGENT'S OWN
INTEREST IN THE COLLATERAL IN ITS CAPACITY AS ONE OF THE LENDERS AND THAT AGENT
SHALL HAVE NO OTHER DUTY OR LIABILITY WHATSOEVER TO ANY LENDER AS TO ANY OF THE
FOREGOING, EXCEPT AS OTHERWISE PROVIDED HEREIN.
16.13 Restrictions on Actions by Lenders; Sharing of Payments.
(A)
EACH OF THE LENDERS AGREES THAT IT SHALL NOT, WITHOUT THE EXPRESS CONSENT
OF AGENT, AND THAT IT SHALL, TO THE EXTENT IT IS LAWFULLY ENTITLED TO DO SO,
UPON THE REQUEST OF AGENT, SET OFF AGAINST THE OBLIGATIONS, ANY AMOUNTS OWING BY
SUCH LENDER TO BORROWER OR ANY DEPOSIT ACCOUNTS OF BORROWER NOW OR HEREAFTER
MAINTAINED WITH SUCH LENDER.
EACH OF THE LENDERS FURTHER AGREES THAT IT SHALL
NOT, UNLESS SPECIFICALLY REQUESTED TO DO SO BY AGENT, TAKE OR CAUSE TO BE TAKEN
ANY ACTION, INCLUDING, THE COMMENCEMENT OF ANY LEGAL OR EQUITABLE PROCEEDINGS,
TO FORECLOSE ANY LIEN ON, OR OTHERWISE ENFORCE ANY SECURITY INTEREST IN, ANY OF
THE COLLATERAL THE PURPOSE OF WHICH IS, OR COULD BE, TO GIVE SUCH LENDER ANY
PREFERENCE OR PRIORITY AGAINST THE OTHER LENDERS WITH RESPECT TO THE COLLATERAL.
(B)
IF, AT ANY TIME OR TIMES ANY LENDER SHALL RECEIVE (I) BY PAYMENT,
FORECLOSURE, SETOFF, OR OTHERWISE, ANY PROCEEDS OF COLLATERAL OR ANY PAYMENTS
WITH RESPECT TO THE OBLIGATIONS ARISING UNDER, OR RELATING TO, THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS, EXCEPT FOR ANY SUCH PROCEEDS OR PAYMENTS RECEIVED BY
SUCH LENDER FROM AGENT PURSUANT TO THE TERMS OF THIS AGREEMENT, OR (II) PAYMENTS
FROM AGENT IN EXCESS OF SUCH LENDER'S RATABLE PORTION OF ALL SUCH DISTRIBUTIONS
BY AGENT, SUCH LENDER PROMPTLY SHALL (1)