UPON (OR OBLIGATIONS OF
BORROWERS IN RESPECT OF) ALL INTERESTS RETAINED BY BORROWERS, INCLUDING, THE
PROCEEDS OF ANY SALE, ALL OF WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE
COLLATERAL.
(B)
AGENT AGREES, AT THE REQUEST OF THE ADMINISTRATIVE BORROWER, TO TAKE
SUCH ACTIONS AND EXECUTE SUCH DOCUMENTS THAT ARE REASONABLY REQUESTED BY
ADMINISTRATIVE BORROWER TO EVIDENCE THE RELEASE OF ALL LIENS ON COLLATERAL
(I) UPON THE TERMINATION OF THE COMMITMENTS AND PAYMENT AND SATISFACTION IN FULL
BY BORROWERS OF ALL OBLIGATIONS, (II) CONSTITUTING PROPERTY (INCLUDING THE
EQUITY INTERESTS OF A SUBSIDIARY OF THE PARENT) BEING SOLD OR DISPOSED OF IF
ADMINISTRATIVE BORROWER CERTIFIES TO AGENT THAT THE SALE OR DISPOSITION IS
PERMITTED UNDER SECTION 6.4 OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS AND IN
THE EVENT OF A SALE OR OTHER DISPOSITION OF ALL OF THE EQUITY INTERESTS OF A
SUBSIDIARY OF THE PARENT THAT IS A LOAN PARTY PERMITTED UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS, TO EVIDENCE THE RELEASE OF SUCH SUBSIDIARY'S
OBLIGATIONS UNDER THE LOAN DOCUMENTS (AND LENDERS HEREBY AGREE AGENT MAY RELY
CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT FURTHER INQUIRY),
(III) CONSTITUTING PROPERTY IN WHICH NO LOAN PARTY OWNED ANY INTEREST AT THE
TIME THE AGENT'S LIEN WAS GRANTED NOR AT ANY TIME THEREAFTER, AND
(IV) CONSTITUTING PROPERTY LEASED TO A BORROWER OR ITS SUBSIDIARIES UNDER A
LEASE THAT HAS EXPIRED OR IS TERMINATED IN A TRANSACTION PERMITTED UNDER THIS
AGREEMENT.
(C)
AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY OF THE LENDERS TO
ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED BY BORROWERS 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
69
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.
15.13.
RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.
(A)
EACH OF THE LENDERS AGREES THAT IT SHALL NOT, WITHOUT THE EXPRESS
WRITTEN CONSENT OF AGENT, AND THAT IT SHALL, TO THE EXTENT IT IS LAWFULLY
ENTITLED TO DO SO, UPON THE WRITTEN REQUEST OF AGENT AFTER THE OCCURRENCE AND
DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, SET OFF AGAINST THE OBLIGATIONS,
ANY AMOUNTS OWING BY SUCH LENDER TO BORROWERS OR ANY DEPOSIT ACCOUNTS OF
BORROWERS NOW OR