THE NOTEHOLDER COLLATERAL AGENT OR ANY NOTEHOLDER TO ASSURE THAT
THE PLEDGED COLLATERAL IS GENUINE OR OWNED BY ANY OF THE GRANTORS OR TO PROTECT
OR PRESERVE RIGHTS OR BENEFITS OF ANY PERSON OR ANY RIGHTS PERTAINING TO THE
COMMON COLLATERAL EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5.5.
THE DUTIES
OR RESPONSIBILITIES OF THE SENIOR CREDIT AGENT UNDER THIS SECTION 5.5 SHALL BE
LIMITED SOLELY TO HOLDING THE PLEDGED COLLATERAL AS BAILEE FOR THE TRUSTEE FOR
PURPOSES OF PERFECTING THE LIEN HELD BY THE TRUSTEE.
(E)
THE SENIOR CREDIT AGENT SHALL NOT HAVE BY REASON OF THE
NOTEHOLDER COLLATERAL DOCUMENTS OR THIS AGREEMENT OR ANY OTHER DOCUMENT A
FIDUCIARY RELATIONSHIP IN RESPECT OF THE TRUSTEE OR ANY NOTEHOLDER AND THE
TRUSTEE AND THE NOTEHOLDERS HEREBY WAIVE AND RELEASE THE SENIOR CREDIT AGENT
FROM ALL CLAIMS AND LIABILITIES ARISING PURSUANT TO THE SENIOR CREDIT AGENT'S
ROLE UNDER THIS SECTION 5.5, AS AGENT AND BAILEE WITH RESPECT TO THE COMMON
COLLATERAL.
(F)
UPON
DISCHARGE OF SENIOR LENDER CLAIMS, THE SENIOR CREDIT
AGENT SHALL DELIVER TO THE TRUSTEE, TO THE EXTENT THAT IT IS LEGALLY PERMITTED
TO DO SO, THE REMAINING PLEDGED COLLATERAL (IF ANY) TOGETHER WITH ANY NECESSARY
ENDORSEMENTS (OR OTHERWISE ALLOW THE TRUSTEE TO OBTAIN CONTROL OF SUCH PLEDGED
COLLATERAL) OR AS A COURT OF COMPETENT JURISDICTION MAY OTHERWISE DIRECT.
THE
COMPANY SHALL TAKE SUCH FURTHER ACTION AS IS REQUIRED TO EFFECTUATE THE TRANSFER
CONTEMPLATED HEREUNDER AND SHALL INDEMNIFY THE SENIOR CREDIT AGENT FOR LOSS OR
DAMAGE SUFFERED BY THE SENIOR CREDIT AGENT AS A RESULT OF SUCH TRANSFER EXCEPT
FOR LOSS OR DAMAGE SUFFERED BY THE SENIOR CREDIT AGENT AS A RESULT OF ITS OWN
WILFUL MISCONDUCT OR BAD FAITH.
THE SENIOR CREDIT AGENT HAS NO OBLIGATION TO
FOLLOW INSTRUCTIONS FROM THE TRUSTEE IN CONTRAVENTION OF THIS AGREEMENT.
WITHOUT LIMITING THE FOREGOING, UPON DISCHARGE OF SENIOR LENDER CLAIMS, THE
FIRST-LIEN ADMINISTRATIVE AGENT WILL USE COMMERCIALLY REASONABLE EFFORTS TO
PROMPTLY DELIVER AN APPROPRIATE TERMINATION OR OTHER NOTICE CONFIRMING SUCH
DISCHARGE OF SENIOR LENDER CLAIMS TO THE APPLICABLE DEPOSITARY BANK, ISSUER OF
UNCERTIFICATED SECURITIES OR SECURITIES INTERMEDIARY, IF ANY, WITH RESPECT TO
THE DEPOSIT ACCOUNT COLLATERAL, MONEY MARKET MUTUAL FUND OR SIMILAR COLLATERAL,
OR SECURITIES ACCOUNT COLLATERAL.
(G)
NEITHER THE FIRST-LIEN ADMINISTRATIVE AGENT, THE SENIOR CREDIT
AGENT NOR THE SENIOR LENDERS SHALL BE REQUIRED TO MARSHAL ANY PRESENT OR FUTURE
COLLATERAL SECURITY FOR THE COMPANY'S OR ITS SUBSIDIARIES' OBLIGATIONS TO THE
SENIOR CREDIT AGENT OR THE SENIOR LENDERS UNDER THE SENIOR CREDIT AGREEMENT OR
THE SENIOR COLLATERAL DOCUMENTS OR TO RESORT TO SUCH COLLATERAL SECURITY OR
OTHER ASSURANCES OF PAYMENT IN ANY PARTICULAR ORDER, AND ALL OF THEIR RIGHTS IN
RESPECT OF SUCH COLLATERAL SECURITY SHALL BE CUMULATIVE AND IN ADDITION TO ALL
OTHER RIGHTS, HOWEVER EXISTING OR ARISING.
5.6
ADDITIONAL COLLATERAL.
IF ANY LIEN IS GRANTED BY ANY GRANTOR IN
FAVOR OF THE SENIOR LENDERS OR THE NOTEHOLDERS ON ANY ADDITIONAL COLLATERAL,
INCLUDING LIENS ON THE INITIAL MORTGAGED COLLATERAL AND THE ADDITIONAL MORTGAGED
COLLATERAL (OTHER THAN COMMON COLLATERAL IDENTIFIED