OBLIGATIONS AND THE TERMINATION OF THIS CREDIT AGREEMENT, OR (II) IF
APPROVED, AUTHORIZED OR RATIFIED IN WRITING BY AGENT BANK AT THE DIRECTION OF
ALL LENDERS.
AGENT BANK SHALL NOT BE REQUIRED TO EXECUTE ANY DOCUMENT TO
EVIDENCE THE RELEASE OF THE SECURITY DOCUMENTATION GRANTED TO AGENT BANK FOR THE
BENEFIT OF LENDERS HEREIN OR PURSUANT HERETO UPON ANY COLLATERAL IF, IN AGENT
BANK'S OPINION, SUCH DOCUMENT WOULD EXPOSE AGENT BANK TO LIABILITY OR CREATE ANY
OBLIGATION OR ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH SECURITY
DOCUMENTATION WITHOUT RECOURSE OR WARRANTY, AND SUCH RELEASE SHALL NOT IN ANY
MANNER DISCHARGE, AFFECT OR IMPAIR THE OBLIGATIONS OR ANY SECURITY DOCUMENTATION
UPON (OR OBLIGATIONS OF BORROWERS IN RESPECT OF) ANY PROPERTY WHICH SHALL
CONTINUE TO CONSTITUTE PART OF THE COLLATERAL.
C.
EXCEPT AS PROVIDED IN THIS CREDIT
AGREEMENT, AGENT BANK SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY LENDER OR TO
ANY OTHER PERSON 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
SECURITY DOCUMENTATION GRANTED TO AGENT BANK HEREIN OR IN ANY OF THE OTHER LOAN
DOCUMENTS OR PURSUANT HERETO OR THERETO HAVE BEEN PROPERLY OR SUFFICIENTLY OR
LAWFULLY CREATED, PERFECTED, PROTECTED OR ENFORCED OR ARE ENTITLED TO ANY
PARTICULAR PRIORITY.
D.
SHOULD AGENT BANK (I) EMPLOY COUNSEL FOR
ADVICE OR OTHER REPRESENTATION (WHETHER OR NOT ANY SUIT HAS BEEN OR SHALL BE
FILED) WITH RESPECT TO ANY COLLATERAL OR ANY PART THEREOF, OR ANY OF THE LOAN
DOCUMENTS, OR THE ATTEMPT TO ENFORCE ANY SECURITY INTEREST OR SECURITY
DOCUMENTATION ON ANY OF THE COLLATERAL, OR (II) COMMENCE ANY PROCEEDING OR IN
ANY WAY SEEK TO ENFORCE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS,
IRRESPECTIVE OF WHETHER AS A RESULT THEREOF AGENT BANK SHALL ACQUIRE TITLE TO
ANY COLLATERAL, EITHER THROUGH FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR
OTHERWISE, EACH LENDER, UPON DEMAND THEREFOR FROM TIME TO TIME, SHALL CONTRIBUTE
ITS SHARE (BASED ON ITS PRO RATA SHARE) OF THE REASONABLE COSTS AND/OR EXPENSES
OF ANY SUCH ADVICE OR OTHER REPRESENTATION, ENFORCEMENT OR ACQUISITION,
INCLUDING, BUT NOT LIMITED TO, FEES OF RECEIVERS OR TRUSTEES, COURT COSTS, TITLE
COMPANY CHARGES, FILING AND RECORDING FEES, APPRAISERS' FEES AND FEES AND
EXPENSES OF ATTORNEYS TO THE EXTENT NOT OTHERWISE REIMBURSED BY BORROWERS;
PROVIDED THAT AGENT BANK SHALL NOT BE ENTITLED TO
155
REIMBURSEMENT OF ITS ATTORNEYS' FEES AND EXPENSES INCURRED IN CONNECTION WITH
THE RESOLUTION OF DISPUTES BETWEEN AGENT BANK AND OTHER LENDERS UNLESS AGENT
BANK SHALL BE THE PREVAILING PARTY IN ANY SUCH DISPUTE.
ANY LOSS OF PRINCIPAL
AND INTEREST RESULTING FROM ANY EVENT OF DEFAULT SHALL BE SHARED BY LENDERS IN
ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES.
IT IS UNDERSTOOD AND AGREED
THAT IN THE EVENT AGENT BANK DETERMINES IT IS NECESSARY TO ENGAGE COUNSEL FOR
LENDERS FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, SAID COUNSEL SHALL
BE SELECTED BY AGENT BANK.
SECTION 9.12.
LENDER ACTIONS AGAINST COLLATERAL.
EACH