AGENT'S AUTHORITY TO RELEASE ANY SUCH LIENS ON PARTICULAR TYPES OR ITEMS OF
COLLATERAL PURSUANT TO THIS SECTION 17.11; PROVIDED, HOWEVER, THAT (I) AGENT
SHALL NOT BE REQUIRED TO EXECUTE ANY DOCUMENT NECESSARY TO EVIDENCE SUCH 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, OR WARRANTY, AND (II) 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 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.
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(B)
AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO
ANY OF THE LENDERS TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED BY
BORROWERS, IS CARED FOR, PROTECTED, OR INSURED OR HAS BEEN ENCUMBERED, OR THAT
THE LIENS OF THE AGENT (FOR THE BENEFIT OF THE LENDER GROUP) 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.
17.12
RESTRICTIONS ON ACTIONS BY LENDERS; SHARING OF PAYMENTS.
(A)
SUBJECT TO SECTION 17.12(B), EACH OF THE
LENDERS AGREES THAT IT MAY, AT ANY TIME AND FROM TIME TO TIME, AFTER OBTAINING
THE PRIOR WRITTEN CONSENT OF AGENT OR THE REQUIRED LENDERS, AND AGREES 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
BORROWERS OR ANY ACCOUNTS OF BORROWERS NOW OR HEREAFTER MAINTAINED WITH SUCH
LENDER.
EACH OF THE LENDERS FURTHER AGREES TO NOTIFY ADMINISTRATIVE BORROWER
AND AGENT PROMPTLY AFTER ANY SUCH SETOFF, PROVIDED THAT THE FAILURE TO GIVE SUCH
NOTICE SHALL NOT AFFECT THE VALIDITY OF SUCH SETOFF.
EACH OF THE LENDERS 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