THE PARTY MAKING SUCH
REQUEST, ADEQUATE SECURITY AGAINST THE COSTS, EXPENSES AND LIABILITIES WHICH MAY
BE INCURRED BY IT IN COMPLIANCE WITH SUCH REQUEST OR DIRECTION, INCLUDING SUCH
REASONABLE ADVANCES AS MAY BE REQUESTED BY THE COLLATERAL AGENT.
30
11.7
LIMITATIONS ON DUTIES OF THE COLLATERAL AGENT.
(A)
THE COLLATERAL AGENT SHALL BE OBLIGED TO PERFORM SUCH DUTIES AND
ONLY SUCH DUTIES AS ARE SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY
MORTGAGE OR ANY OTHER SECURITY DOCUMENT.
THE COLLATERAL AGENT SHALL NOT BE
REQUIRED TO GIVE ANY CONSENT OR TAKE ANY DISCRETIONARY ACTION HEREUNDER OR UNDER
ANY MORTGAGE UNLESS THE COLLATERAL AGENT HAS RECEIVED WRITTEN INSTRUCTIONS FROM
THE INSTRUCTING GROUP, AND NO IMPLIED COVENANTS OR OBLIGATIONS SHALL BE READ
INTO THIS AGREEMENT OR ANY MORTGAGE AGAINST THE COLLATERAL AGENT.
(B)
THE COLLATERAL AGENT SHALL FURNISH TO THE SECURED PARTIES PROMPTLY
UPON RECEIPT THEREOF A COPY OF EACH MATERIAL CERTIFICATE OR OTHER PAPER
FURNISHED TO THE COLLATERAL AGENT BY ANY ASSIGNOR UNDER, IN RESPECT OF OR
PURSUANT TO THIS AGREEMENT, ANY MORTGAGE OR ANY OF THE COLLATERAL, UNLESS BY THE
TERMS HEREOF OR OF ANY MORTGAGE OR OTHER SECURITY DOCUMENT, A COPY OF THE SAME
IS REQUIRED TO BE FURNISHED BY SOME OTHER PERSON DIRECTLY TO THE SECURED
PARTIES, OR THE COLLATERAL AGENT SHALL HAVE DETERMINED THAT THE SAME HAS ALREADY
BEEN SO FURNISHED.
THE COLLATERAL AGENT AGREES TO HOLD IN STRICT CONFIDENCE ALL
NON-PUBLIC INFORMATION OBTAINED FROM ANY ASSIGNOR, PURSUANT TO THIS
SECTION 11.7, EXCEPT TO THE EXTENT THAT DISCLOSURE IS PERMITTED HEREUNDER, MAY
BE PERMITTED UNDER THE MORTGAGE, THE DEBT INSTRUMENTS OR IS REQUIRED BY LAW OR
BY ANY GOVERNMENTAL AUTHORITY (IN WHICH EVENT THE COLLATERAL AGENT WILL PROMPTLY
PROVIDE THE APPLICABLE ASSIGNOR WITH NOTICE OF SUCH DISCLOSURE UNLESS PROHIBITED
FROM DOING SO BY SUCH GOVERNMENTAL AUTHORITY).
11.8
ASSETS TO BE HELD IN TRUST.
ALL ASSETS RECEIVED BY THE COLLATERAL
AGENT UNDER OR PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR ANY MORTGAGE SHALL
BE HELD IN TRUST FOR THE BENEFIT OF THE SECURED PARTIES FOR THE PURPOSES FOR
WHICH THEY WERE PAID OR ARE HELD, BUT ASSETS AND COLLATERAL, INCLUDING PROCEEDS,
NEED NOT BE SEGREGATED FROM OTHER PROPERTY HELD BY THE COLLATERAL AGENT EXCEPT
TO THE EXTENT REQUIRED BY LAW OR AS NECESSARY TO PRESERVE THE LIENS WITH RESPECT
TO THE ASSETS AND COLLATERAL.
THE COLLATERAL AGENT SHALL HAVE NO LIABILITY FOR
INTEREST ON ANY MONEY RECEIVED BY THE COLLATERAL AGENT HEREUNDER EXCEPT TO THE
EXTENT ACTUALLY RECEIVED BY IT FROM TIME TO TIME FROM INVESTMENTS MADE IN
ACCORDANCE WITH THE PROVISIONS HEREOF, THE MORTGAGES OR ANY OTHER SECURITY
DOCUMENT.
11.9
RESIGNATION AND REMOVAL OF THE COLLATERAL AGENT.
(A)
THE COLLATERAL AGENT MAY AT ANY TIME, BY GIVING THIRTY (30) DAYS'
PRIOR WRITTEN NOTICE, RESIGN AND BE DISCHARGED OF THE RESPONSIBILITIES HEREBY
CREATED, SUCH RESIGNATION TO BECOME EFFECTIVE UPON THE APPOINTMENT OF A
SUCCESSOR AGENT OR AGENTS WITH THE COMPANY'S CONSENT (SUCH CONSENT NOT TO BE
UNREASONABLY WITHHELD OR DELAYED) AND THE ACCEPTANCE OF SUCH