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)
ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY LENDER 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 LETTER OF CREDIT
ACCOMMODATIONS HEREUNDER, OR WHETHER ANY PARTICULAR RESERVES ARE APPROPRIATE, OR
THAT THE LIENS AND SECURITY INTERESTS GRANTED TO ADMINISTRATIVE 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
ADMINISTRATIVE 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, ADMINISTRATIVE AGENT MAY ACT IN ANY
MANNER IT MAY DEEM APPROPRIATE, IN ITS DISCRETION, GIVEN ADMINISTRATIVE AGENT'S
OWN INTEREST IN THE COLLATERAL AS A LENDER AND THAT ADMINISTRATIVE AGENT SHALL
HAVE NO DUTY OR LIABILITY WHATSOEVER TO ANY OTHER LENDER.
12.12
AGENCY FOR PERFECTION.
EACH LENDER HEREBY APPOINTS ADMINISTRATIVE
AGENT AND EACH OTHER LENDER AS AGENT AND BAILEE FOR THE PURPOSE OF PERFECTING
THE SECURITY INTERESTS IN AND LIENS UPON THE COLLATERAL OF ADMINISTRATIVE 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
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY ACKNOWLEDGES THAT IT HOLDS
POSSESSION OF ANY SUCH COLLATERAL FOR THE BENEFIT OF ADMINISTRATIVE AGENT AS
SECURED PARTY.
SHOULD ANY LENDER OBTAIN POSSESSION OF ANY SUCH COLLATERAL, SUCH
LENDER SHALL NOTIFY ADMINISTRATIVE AGENT THEREOF, AND, PROMPTLY UPON
ADMINISTRATIVE AGENT'S REQUEST THEREFOR SHALL DELIVER SUCH COLLATERAL TO
ADMINISTRATIVE AGENT OR IN ACCORDANCE WITH ADMINISTRATIVE AGENT'S INSTRUCTIONS.
181
12.13
AGENT MAY FILE PROOFS OF CLAIM.
(A)
IN CASE OF THE PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY, LIQUIDATION,
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR OTHER
JUDICIAL PROCEEDING RELATIVE TO ANY BORROWER OR GUARANTOR, ADMINISTRATIVE AGENT
(IRRESPECTIVE OF WHETHER THE PRINCIPAL OF ANY OBLIGATIONS OR AMOUNTS OWING IN
RESPECT OF LETTER OF CREDIT ACCOMMODATIONS SHALL THEN BE DUE AND PAYABLE AS
HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF WHETHER
ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND ON THE BORROWERS) SHALL BE
ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH PROCEEDING OR OTHERWISE:
(I)
TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF THE PRINCIPAL
AND INTEREST OWING AND UNPAID IN RESPECT OF THE OBLIGATIONS (OTHER THAN