TAXES.
(C)
IF THE LENDER RECEIVES A REFUND IN RESPECT OF TAXES PAID BY
BORROWER WHICH REFUND IN THE JUDGMENT OF THE LENDER IS ALLOCABLE TO A PAYMENT
MADE BY BORROWER PURSUANT TO SECTION 3.13(A), THE LENDER SHALL PROMPTLY PAY SUCH
REFUND, BUT NOT OUT-OF-POCKET COSTS OF THE LENDER, TO BORROWER IF ALL OF THE
PAYMENTS DUE TO THE LENDER UNDER THIS SECTION 3.13 HAVE BEEN PAID IN FULL.
SECTION 3.18.
GENERAL COLLATERAL AGENT PROVISIONS.
(A)
APPOINTMENT.
THE LENDERS HEREBY DESIGNATE AND APPOINT LASALLE
BANK NATIONAL ASSOCIATION AS COLLATERAL AGENT ON BEHALF OF THE LENDERS UNDER
THIS AGREEMENT, AND AUTHORIZE LASALLE BANK NATIONAL ASSOCIATION, AS COLLATERAL
AGENT FOR THE LENDERS, TO TAKE SUCH ACTIONS ON THEIR BEHALF UNDER THE PROVISIONS
OF THIS AGREEMENT AND TO EXERCISE SUCH POWERS AND PERFORM SUCH DUTIES AS ARE
EXPRESSLY DELEGATED TO COLLATERAL AGENT BY THE TERMS OF THIS AGREEMENT, TOGETHER
WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO. NOTWITHSTANDING ANY
PROVISION TO THE CONTRARY ELSEWHERE IN THIS AGREEMENT, COLLATERAL AGENT SHALL
NOT HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE EXPRESSLY SET FORTH
HEREIN, OR ANY FIDUCIARY RELATIONSHIP WITH THE LENDERS, AND NO IMPLIED
COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR LIABILITIES SHALL
BE READ INTO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR OTHERWISE EXIST
AGAINST COLLATERAL AGENT.
(B)
COLLATERAL AGENT'S RIGHT TO PERFORM.
IF AN EVENT OF DEFAULT SHALL
HAVE OCCURRED AND BE CONTINUING, THEN COLLATERAL AGENT MAY, BUT SHALL HAVE NO
OBLIGATION TO, ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH COVENANT OR
OBLIGATION GIVING RISE TO SUCH EVENT OF DEFAULT. THE REASONABLE FEES AND
EXPENSES OF COLLATERAL AGENT INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE
BY BORROWER TO COLLATERAL AGENT UPON DEMAND, WHICH OBLIGATION SHALL BE SECURED
BY ALL COLLATERAL.
(C)
STANDARD OF CARE.
BEYOND THE OBSERVANCE OF ACCEPTED PRACTICES AND
THE EXERCISE OF REASONABLE CARE IN THE CUSTODY OR DISBURSEMENTS THEREOF,
COLLATERAL AGENT SHALL NOT HAVE ANY DUTY AS TO ANY ACCOUNT COLLATERAL OR ANY
INCOME THEREON IN ITS POSSESSION OR CONTROL OR IN THE POSSESSION OR CONTROL OF
ANY AGENTS FOR, OR OF COLLATERAL AGENT, OR THE PRESERVATION OF RIGHTS AGAINST
ANY PERSON OR OTHERWISE WITH RESPECT THERETO. COLLATERAL AGENT SHALL BE DEEMED
TO HAVE EXERCISED REASONABLE CARE IN THE CUSTODY OF THE ACCOUNT COLLATERAL IN
ITS POSSESSION IF THE ACCOUNT COLLATERAL IS ACCORDED TREATMENT IN ACCORDANCE
WITH THE ACCEPTED PRACTICES.
56
(D)
EXCULPATORY PROVISIONS.
NEITHER COLLATERAL AGENT NOR ANY OF ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, ATTORNEYS-IN-FACT OR
AFFILIATES SHALL BE RESPONSIBLE IN ANY MANNER TO THE LENDERS FOR ANY RECITALS,
STATEMENTS, REPRESENTATIONS OR WARRANTIES MADE BY BORROWER OR ANY OFFICER
THEREOF CONTAINED IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR IN ANY
CERTIFICATE, REPORT, STATEMENT OR OTHER DOCUMENT REFERRED TO OR PROVIDED FOR IN,
OR RECEIVED BY COLLATERAL AGENT UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR FOR THE VALUE, VALIDITY, EFFECTIVENESS, GENUINENESS,
ENFORCEABILITY OR SUFFICIENCY OF THIS AGREEMENT, THE NOTE OR ANY OTHER LOAN
DOCUMENT OR FOR ANY FAILURE OF