(INCLUDING THE FILING OF UCC CONTINUATION STATEMENTS). THE COLLATERAL AGENT
SHALL BE DEEMED TO HAVE EXERCISED APPROPRIATE AND DUE CARE IN THE CUSTODY AND
PRESERVATION OF ANY COLLATERAL IN ITS POSSESSION IF SUCH COLLATERAL IS ACCORDED
TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH OTHER COLLATERAL AGENTS ACCORD
SIMILAR PROPERTY.
SECTION 9.12
COPIES. EACH AGENT SHALL GIVE PROMPT NOTICE TO EACH
LENDER OF EACH MATERIAL NOTICE OR REQUEST REQUIRED OR PERMITTED TO BE GIVEN TO
SUCH AGENT BY THE BORROWER PURSUANT TO THE TERMS OF THIS AGREEMENT OR ANY OTHER
FINANCING DOCUMENT (OTHER THAN INSTRUCTIONS FOR THE TRANSFER OF FUNDS FROM
PROJECT ACCOUNTS PURSUANT TO THE ACCOUNTS AGREEMENT OR IF OTHERWISE CONCURRENTLY
DELIVERED TO THE LENDERS BY THE BORROWER). EACH AGENT WILL PROMPTLY DISTRIBUTE
TO EACH LENDER EACH DOCUMENT OR INSTRUMENT (INCLUDING EACH DOCUMENT OR
INSTRUMENT DELIVERED BY THE BORROWER TO SUCH
104
AGENT PURSUANT TO ARTICLE V (REPRESENTATIONS AND WARRANTIES), ARTICLE VI
(CONDITIONS PRECEDENT) AND ARTICLE VII (COVENANTS)) RECEIVED FOR ITS ACCOUNT AND
COPIES OF ALL OTHER COMMUNICATIONS RECEIVED BY SUCH AGENT FROM THE BORROWER FOR
DISTRIBUTION TO THE LENDERS BY SUCH AGENT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT OR ANY OTHER FINANCING DOCUMENT.
SECTION 9.13
NO LIABILITY FOR CLEAN-UP OF HAZARDOUS MATERIALS. IF
THE COLLATERAL AGENT IS REQUIRED TO ACQUIRE TITLE TO AN ASSET FOR ANY REASON, OR
TAKE ANY MANAGERIAL ACTION OF ANY KIND IN REGARD THERETO, IN ORDER TO CARRY OUT
ANY DUTY OR OBLIGATION FOR THE BENEFIT OF ANOTHER, WHICH IN THE COLLATERAL
AGENT'S SOLE DISCRETION MAY CAUSE THE COLLATERAL AGENT TO BE CONSIDERED AN
"OWNER OR OPERATOR" UNDER ANY ENVIRONMENTAL LAWS OR OTHERWISE CAUSE THE
COLLATERAL AGENT TO INCUR, OR BE EXPOSED TO, ANY ENVIRONMENTAL LIABILITIES OR
ANY LIABILITY UNDER ANY OTHER FEDERAL, STATE OR LOCAL LAW, THE COLLATERAL AGENT
RESERVES THE RIGHT, INSTEAD OF TAKING SUCH ACTION, EITHER TO RESIGN AS
COLLATERAL AGENT OR TO ARRANGE FOR THE TRANSFER OF THE TITLE OR CONTROL OF THE
ASSET TO A COURT-APPOINTED RECEIVER. THE COLLATERAL AGENT WILL NOT BE LIABLE TO
ANY PERSON FOR ANY ENVIRONMENTAL LIABILITIES OR ANY ENVIRONMENTAL CLAIMS OR
CONTRIBUTION ACTIONS UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE OR REGULATION
BY REASON OF THE COLLATERAL AGENT'S ACTION AND CONDUCT AS AUTHORIZED, EMPOWERED
OR DIRECTED HEREUNDER OR RELATING TO ANY KIND OF DISCHARGE OR RELEASE OR
THREATENED DISCHARGE OR RELEASE OF ANY MATERIALS OF ENVIRONMENTAL CONCERN INTO
THE ENVIRONMENT.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01
AMENDMENTS, ETC. NO AMENDMENT OR WAIVER OF ANY PROVISION OF
THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT, AND NO CONSENT TO ANY DEPARTURE
BY THE BORROWER, ANY PLEDGOR OR ANY PARTY (OTHER THAN A SENIOR SECURED PARTY) TO
THE INTERCREDITOR AGREEMENT OR ACCOUNTS AGREEMENT THEREFROM, SHALL BE EFFECTIVE
UNLESS IN WRITING SIGNED BY THE REQUIRED LENDERS (OR, IF EXPRESSLY CONTEMPLATED
HEREBY, THE ADMINISTRATIVE AGENT) AND, IN THE CASE OF AN AMENDMENT, THE
BORROWER, SUCH PLEDGOR OR SUCH PARTY TO THE INTERCREDITOR AGREEMENT OR ACCOUNTS
AGREEMENT, AS THE CASE MAY BE, AND IN EACH SUCH CASE ACKNOWLEDGED