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.
(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)
EACH OF THE LENDERS AGREES THAT IT SHALL NOT, WITHOUT THE EXPRESS
CONSENT OF AGENT, AND 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 THAT IT SHALL
NOT, UNLESS SPECIFICALLY REQUESTED TO DO SO BY AGENT, TAKE OR CAUSE TO BE TAKEN
ANY
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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 THE OTHER LENDERS WITH RESPECT TO THE COLLATERAL.
(B)
SUBJECT TO SECTION 17.8, IF, AT ANY TIME OR TIMES ANY LENDER SHALL
RECEIVE (I) BY PAYMENT, FORECLOSURE, SETOFF, OR OTHERWISE, ANY PROCEEDS OF
COLLATERAL OR ANY PAYMENTS WITH RESPECT TO THE OBLIGATIONS OF BORROWERS TO SUCH
LENDER ARISING UNDER, OR RELATING TO, THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS, EXCEPT FOR ANY SUCH PROCEEDS OR PAYMENTS RECEIVED BY SUCH LENDER FROM
AGENT PURSUANT TO THE TERMS OF THIS AGREEMENT, OR (II) PAYMENTS FROM AGENT IN
EXCESS OF SUCH LENDER'S PRO RATA