ENTAIL
ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH SECURITY DOCUMENTATION WITHOUT
RECOURSE OR WARRANTY, AND SUCH RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT
OR IMPAIR THE OBLIGATIONS OR ANY SECURITY DOCUMENTATION UPON (OR OBLIGATIONS OF
BORROWERS IN RESPECT OF) ANY PROPERTY WHICH SHALL CONTINUE TO CONSTITUTE PART OF
THE COLLATERAL.
C.
EXCEPT AS PROVIDED IN THIS CREDIT AGREEMENT, AGENT BANK SHALL
HAVE NO OBLIGATION WHATSOEVER TO ANY LENDER OR TO ANY OTHER PERSON TO ASSURE
THAT THE COLLATERAL EXISTS OR IS OWNED BY BORROWERS OR IS CARED FOR, PROTECTED
OR INSURED OR HAS BEEN ENCUMBERED OR THAT THE SECURITY DOCUMENTATION GRANTED TO
AGENT BANK HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS OR PURSUANT HERETO OR
THERETO HAVE BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED,
PROTECTED OR ENFORCED OR ARE ENTITLED TO ANY PARTICULAR PRIORITY.
125
D.
SHOULD AGENT BANK (I) EMPLOY COUNSEL FOR ADVICE OR OTHER
REPRESENTATION (WHETHER OR NOT ANY SUIT HAS BEEN OR SHALL BE FILED) WITH RESPECT
TO ANY COLLATERAL OR ANY PART THEREOF, OR ANY OF THE LOAN DOCUMENTS, OR THE
ATTEMPT TO ENFORCE ANY SECURITY INTEREST OR SECURITY DOCUMENTATION ON ANY OF THE
COLLATERAL, OR (II) COMMENCE ANY PROCEEDING OR IN ANY WAY SEEK TO ENFORCE ITS
RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS, IRRESPECTIVE OF WHETHER AS A RESULT
THEREOF AGENT BANK SHALL ACQUIRE TITLE TO ANY COLLATERAL, EITHER THROUGH
FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR OTHERWISE, EACH LENDER, UPON DEMAND
THEREFOR FROM TIME TO TIME, SHALL CONTRIBUTE ITS SHARE (BASED ON ITS PRO RATA
SHARE) OF THE REASONABLE COSTS AND/OR EXPENSES OF ANY SUCH ADVICE OR OTHER
REPRESENTATION, ENFORCEMENT OR ACQUISITION, INCLUDING, BUT NOT LIMITED TO, FEES
OF RECEIVERS OR TRUSTEES, COURT COSTS, TITLE COMPANY CHARGES, FILING AND
RECORDING FEES, APPRAISERS' FEES AND FEES AND EXPENSES OF ATTORNEYS TO THE
EXTENT NOT OTHERWISE REIMBURSED BY BORROWERS; PROVIDED THAT AGENT BANK SHALL NOT
BE ENTITLED TO REIMBURSEMENT OF ITS ATTORNEYS' FEES AND EXPENSES INCURRED IN
CONNECTION WITH THE RESOLUTION OF DISPUTES BETWEEN AGENT BANK AND OTHER LENDERS
UNLESS AGENT BANK SHALL BE THE PREVAILING PARTY IN ANY SUCH DISPUTE.
ANY LOSS
OF PRINCIPAL AND INTEREST RESULTING FROM ANY EVENT OF DEFAULT SHALL BE SHARED BY
LENDERS IN ACCORDANCE WITH THEIR RESPECTIVE PRO RATA SHARES.
IT IS UNDERSTOOD
AND AGREED THAT IN THE EVENT AGENT BANK DETERMINES IT IS NECESSARY TO ENGAGE
COUNSEL FOR LENDERS FROM AND AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT, SAID
COUNSEL SHALL BE SELECTED BY AGENT BANK.
E.
IN THE EVENT THAT ALL OR ANY PORTION OF THE COLLATERAL IS
ACQUIRED BY AGENT BANK AS THE RESULT OF A FORECLOSURE OR THE ACCEPTANCE OF A
DEED OR ASSIGNMENT IN LIEU OF FORECLOSURE, OR IS RETAINED IN SATISFACTION OF ALL
OR ANY PART OF BORROWERS' OBLIGATIONS, TITLE TO ANY SUCH COLLATERAL OR ANY
PORTION THEREOF SHALL BE HELD IN THE NAME OF AGENT BANK OR A NOMINEE OR
SUBSIDIARY OF AGENT BANK, AS AGENT, FOR THE RATABLE BENEFIT OF AGENT BANK AND
LENDERS.