DUTIES OR RESPONSIBILITIES
OF ANY AGENT TO THE OTHER AGENTS OR THE OTHER SECURED PARTIES UNDER THIS
SECTION SHALL BE LIMITED SOLELY TO HOLDING PLEDGED COLLATERAL IN ITS POSSESSION
OR UNDER ITS CONTROL AS GRATUITOUS BAILEE OR AGENT IN
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ACCORDANCE WITH THIS SECTION AND DELIVERING SUCH PLEDGED COLLATERAL UPON THE
DISCHARGE OF PRIOR OBLIGATIONS AS PROVIDED IN PARAGRAPH (D) BELOW.
(C)
NO PRIOR AGENT, ACTING PURSUANT TO THIS SECTION, SHALL HAVE BY REASON OF
ANY CREDIT DOCUMENT, THIS AGREEMENT OR ANY OTHER DOCUMENT A FIDUCIARY
RELATIONSHIP IN RESPECT OF ANY OTHER AGENT OR ANY SECURED PARTY, OR ANY
LIABILITY TO ANY OTHER AGENT OR ANY SECURED PARTY, ABSENT GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT ON THE PART OF SUCH PRIOR AGENT.
(D)
UPON THE DISCHARGE OF PRIOR OBLIGATIONS, THE CONTROLLING AGENT AS IN EFFECT
IMMEDIATELY PRIOR TO SUCH DISCHARGE OF PRIOR OBLIGATIONS SHALL TRANSFER
POSSESSION OF SUCH COMMON COLLATERAL PHYSICALLY HELD BY SUCH CONTROLLING AGENT
(OR ANY AGENT, BAILEE OR DESIGNEE THEREOF (OTHER THAN ANY OTHER AGENT)) AND
OTHERWISE SHALL TAKE COMMERCIALLY REASONABLE ACTIONS (IN EACH CASE AT THE SOLE
COST AND EXPENSE OF THE GRANTORS) TO TRANSFER POSSESSION OR CONTROL OF SUCH
OTHER COMMON COLLATERAL OR ANY SUCH ACCOUNT TO THE RISING PRIOR AGENT (TO THE
EXTENT THE RISING PRIOR AGENT HAS A PRIORITY LIEN ON SUCH COMMON COLLATERAL OR
ACCOUNT AFTER GIVING EFFECT TO ANY PRIOR OR CONCURRENT RELEASES OF LIENS)
INCLUDING, IN THE CASE OF ANY DEPOSIT OR SECURITIES ACCOUNT OR SECURITIES
ACCOUNT HOLDING COMMON COLLATERAL MAINTAINED WITH SUCH CONTROLLING AGENT, TAKING
COMMERCIALLY REASONABLE ACTIONS TO ENTER INTO A CONTROL AGREEMENT IN FAVOR OF
THE RISING AGENT, OR TRANSFERRING ALL CASH AND OTHER ASSETS IN SUCH ACCOUNT TO
(I) ONE OR MORE DEPOSITARY INSTITUTIONS OR SECURITIES INTERMEDIARIES THAT ENTER
INTO SUCH A CONTROL AGREEMENT OR (II) AN ACCOUNT MAINTAINED BY THE RISING PRIOR
AGENT (OR ON TERMS OTHERWISE REASONABLY ACCEPTABLE TO THE RISING PRIOR AGENT)).
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IF, FOR ANY REASON, ANY JUNIOR
OBLIGATIONS REMAIN OUTSTANDING UPON THE DISCHARGE OF PRIOR OBLIGATIONS, ALL
RIGHTS OF THE CONTROLLING AGENT AS IN EFFECT IMMEDIATELY PRIOR TO SUCH DISCHARGE
OF PRIOR OBLIGATIONS, HEREUNDER AND UNDER THE APPLICABLE COLLATERAL DOCUMENTS
(1) WITH RESPECT TO THE DELIVERY AND CONTROL OF ANY PART OF THE COMMON
COLLATERAL SUBJECT TO A PRIOR LIEN OF SUCH CONTROLLING AGENT, AND (2) TO DIRECT,
INSTRUCT, VOTE UPON OR OTHERWISE INFLUENCE THE MAINTENANCE OR DISPOSITION OF
SUCH COMMON COLLATERAL, SHALL IMMEDIATELY, AND (TO THE EXTENT PERMITTED BY LAW)
WITHOUT FURTHER ACTION ON THE PART OF EITHER OF THE RISING AGENT OR SUCH
CONTROLLING AGENT, PASS TO THE RISING AGENT, WHO SHALL THEREAFTER HOLD SUCH
RIGHTS FOR THE BENEFIT OF ITS RELATED SECURED PARTIES.
(E)
SUBJECT TO THE TERMS OF THIS AGREEMENT, SO LONG AS THE DISCHARGE OF PRIOR
OBLIGATIONS HAS NOT OCCURRED, THE CONTROLLING AGENT SHALL BE ENTITLED TO DEAL
WITH THE PLEDGED COLLATERAL OR COLLATERAL WITHIN ITS "CONTROL" IN ACCORDANCE
WITH THE TERMS OF THIS AGREEMENT AND THE APPLICABLE PRIOR CREDIT DOCUMENTS