A PERMITTED ASSET DISPOSITION OR AN ASSET
DISPOSITION PERMITTED UNDER SECTION 10.2.5 OR A LIEN WHICH OBLIGORS CERTIFY IS A
PERMITTED LIEN ENTITLED TO PRIORITY OVER AGENT'S LIENS (AND AGENT MAY RELY
CONCLUSIVELY ON ANY SUCH CERTIFICATE WITHOUT FURTHER INQUIRY); (C) THAT DOES NOT
CONSTITUTE A MATERIAL PART OF THE COLLATERAL; OR (D) WITH THE WRITTEN CONSENT OF
ALL LENDERS; PROVIDED, HOWEVER, THAT ANY LIEN WITH RESPECT TO RECEIVABLES (TO
THE EXTENT SUCH RECEIVABLES ARE OWING FROM AN ACCOUNT DEBTOR LISTED ON SCHEDULE
1.1 TO THE DISCLOSURE LETTER, AS SUCH SCHEDULE MAY BE AMENDED FROM TIME TO TIME
AS CONTEMPLATED BY THE DEFINITION OF "RECEIVABLES PURCHASE FACILITY") AND
RELATED ASSETS TRANSFERRED PURSUANT TO THE RECEIVABLES PURCHASE FACILITY SHALL
BE AUTOMATICALLY RELEASED WITHOUT FURTHER ACTION BY AGENT.
AGENT SHALL HAVE NO
OBLIGATION WHATSOEVER TO ANY LENDERS TO ASSURE THAT ANY COLLATERAL EXISTS OR IS
OWNED BY AN OBLIGOR, OR IS CARED FOR, PROTECTED, INSURED OR ENCUMBERED, NOR TO
ASSURE THAT AGENT'S LIENS HAVE BEEN PROPERLY CREATED, PERFECTED OR ENFORCED, OR
ARE ENTITLED TO ANY PARTICULAR PRIORITY, NOR TO EXERCISE ANY DUTY OF CARE WITH
RESPECT TO ANY COLLATERAL.
12.2.2
POSSESSION OF COLLATERAL.
AGENT AND LENDERS APPOINT EACH LENDER AS
AGENT (FOR THE BENEFIT OF SECURED PARTIES) FOR THE PURPOSE OF PERFECTING LIENS
IN ANY COLLATERAL HELD OR CONTROLLED BY SUCH LENDER, TO THE EXTENT SUCH LIENS
ARE PERFECTED BY POSSESSION OR CONTROL.
IF ANY LENDER OBTAINS POSSESSION OR
CONTROL OF ANY COLLATERAL, IT SHALL NOTIFY AGENT THEREOF AND, PROMPTLY UPON
AGENT'S REQUEST, DELIVER SUCH COLLATERAL TO AGENT OR OTHERWISE DEAL WITH IT IN
ACCORDANCE WITH AGENT'S INSTRUCTIONS.
12.2.3
REPORTS.
AGENT SHALL PROMPTLY FORWARD TO EACH LENDER, WHEN
COMPLETE, COPIES OF ANY FIELD AUDIT, EXAMINATION OR APPRAISAL REPORT PREPARED BY
OR FOR AGENT WITH RESPECT TO ANY OBLIGOR OR COLLATERAL ("REPORT").
EACH LENDER
AGREES (A) THAT NEITHER BANK OF AMERICA NOR AGENT MAKES ANY REPRESENTATION OR
WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY REPORT, AND SHALL NOT BE
LIABLE FOR ANY INFORMATION CONTAINED IN OR OMITTED FROM ANY REPORT; (B) THAT THE
REPORTS ARE NOT INTENDED TO BE COMPREHENSIVE AUDITS OR EXAMINATIONS, AND THAT
AGENT OR ANY OTHER PERSON PERFORMING ANY AUDIT OR EXAMINATION WILL INSPECT ONLY
SPECIFIC INFORMATION REGARDING OBLIGATIONS OR THE COLLATERAL AND WILL RELY
SIGNIFICANTLY UPON OBLIGORS' BOOKS AND RECORDS AS WELL AS UPON REPRESENTATIONS
OF OBLIGORS' OFFICERS AND EMPLOYEES; AND (C) TO KEEP ALL REPORTS CONFIDENTIAL
AND STRICTLY FOR SUCH LENDER'S INTERNAL USE, AND NOT TO DISTRIBUTE ANY REPORT
(OR THE CONTENTS THEREOF) TO ANY PERSON (EXCEPT TO SUCH LENDER'S PARTICIPANTS,
ATTORNEYS AND ACCOUNTANTS) OR USE ANY REPORT IN ANY MANNER OTHER THAN
ADMINISTRATION OF THE LOANS AND OTHER OBLIGATIONS.
EACH LENDER AGREES TO
INDEMNIFY AND HOLD HARMLESS AGENT AND ANY OTHER PERSON PREPARING A REPORT FROM
ANY ACTION SUCH LENDER MAY TAKE AS A RESULT OF OR ANY CONCLUSION IT MAY DRAW
FROM ANY REPORT, AS WELL AS FROM ANY CLAIMS ARISING IN CONNECTION WITH ANY THIRD
PARTIES THAT OBTAIN ANY INFORMATION CONTAINED IN A