AS
MAY BE NECESSARY TO EVIDENCE THE RELEASE OF THE LIENS GRANTED TO AGENT FOR THE
BENEFIT OF THE LENDER PARTIES HEREIN OR PURSUANT HERETO UPON SUCH COLLATERAL;
PROVIDED, HOWEVER, THAT (A) AGENT SHALL NOT BE REQUIRED TO EXECUTE ANY SUCH
DOCUMENT ON TERMS WHICH, IN AGENT'S OPINION, WOULD EXPOSE AGENT TO LIABILITY OR
CREATE ANY OBLIGATION OR ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH
LIENS WITHOUT RECOURSE OR WARRANTY (OTHER THAN THAT SUCH COLLATERAL IS FREE AND
CLEAR, ON THE DATE OF SUCH DELIVERY, OF ANY AND ALL LIENS ARISING UNDER THE LOAN
DOCUMENTS OR FROM SUCH PERSON'S OWN ACTS), AND (B) SUCH RELEASE SHALL NOT IN ANY
MANNER DISCHARGE, AFFECT OR IMPAIR THE OBLIGATIONS OR ANY LIENS UPON (OR
OBLIGATIONS OF THE CREDIT PARTIES OR ANY SUBSIDIARY OF ANY CREDIT PARTY IN
RESPECT OF) ALL INTERESTS RETAINED BY THE CREDIT PARTIES OR ANY SUBSIDIARY OF A
CREDIT PARTY INCLUDING, WITHOUT LIMITATION, THE PROCEEDS OF ANY SALE, ALL OF
WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE PROPERTY COVERED BY THIS
AGREEMENT, THE LOAN DOCUMENTS OR SUBJECT TO THE LAST SENTENCE OF
SECTION 9.1(A),THE TERM LOAN DOCUMENTS.
52
(IV)
ABSENCE OF DUTY.
AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY
LENDER OR ANY OTHER PERSON TO ASSURE THAT THE PROPERTY COVERED BY THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS EXISTS OR IS OWNED BY ANY CREDIT PARTY OR IS CARED
FOR, PROTECTED OR INSURED OR HAS BEEN ENCUMBERED OR THAT THE LIENS GRANTED TO
AGENT ON BEHALF OF THE LENDER PARTIES HEREIN OR PURSUANT HERETO HAVE BEEN
PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED, PROTECTED, ENFORCED OR
MAINTAINED 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 IN THIS SECTION 11.1(H) OR IN ANY OF THE OTHER LOAN
DOCUMENTS, IT BEING UNDERSTOOD AND AGREED THAT IN RESPECT OF THE PROPERTY
COVERED BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY ACT, OMISSION, OR
EVENT RELATED THERETO, AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN
ITS DISCRETION, GIVEN AGENT'S OWN INTEREST IN PROPERTY COVERED BY THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS AS ONE OF LENDERS AND AGENT SHALL HAVE NO DUTY OR
LIABILITY WHATSOEVER TO ANY OF THE OTHER LENDERS; PROVIDED, THAT AGENT SHALL
EXERCISE THE SAME CARE WHICH IT WOULD IN DEALING WITH LOANS FOR ITS OWN
ACCOUNT.
NOTWITHSTANDING THE FOREGOING, AGENT SHALL BE LIABLE WITH RESPECT TO
ITS OWN GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
(I)
AGENCY FOR PERFECTION.
EACH LENDER HEREBY APPOINTS AGENT AS
AGENT FOR THE PURPOSE OF PERFECTING LENDERS' SECURITY INTEREST IN COLLATERAL
WHICH IN ANY APPLICABLE JURISDICTION, CAN BE PERFECTED ONLY BY POSSESSION OR
CONTROL.
SHOULD ANY LENDER (OTHER THAN AGENT) OBTAIN POSSESSION OF ANY SUCH
COLLATERAL, SUCH LENDER SHALL HOLD SUCH COLLATERAL FOR PURPOSES OF PERFECTING A
SECURITY INTEREST THEREIN FOR THE BENEFIT