OUTSTANDING (UNLESS CASH COLLATERALIZED OR OTHERWISE PROVIDED FOR IN A MANNER
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT) AND NO OTHER AMOUNTS OWING
HEREUNDER AND TERMINATION OF THE DELAYED DRAW TERM LOAN COMMITMENT, (II)
CONSTITUTING PROPERTY BEING SOLD OR OTHERWISE DISPOSED OF (TO PERSONS OTHER THAN
A LOAN PARTY) UPON THE SALE OR OTHER DISPOSITION THEREOF IN COMPLIANCE WITH
SUBSECTION 7.4, (III) IF APPROVED, AUTHORIZED OR RATIFIED IN WRITING BY THE
REQUIRED LENDERS (OR SUCH GREATER AMOUNT, TO THE EXTENT REQUIRED BY SUBSECTION
10.1) OR (IV) AS OTHERWISE MAY BE EXPRESSLY PROVIDED IN THE RELEVANT SECURITY
DOCUMENTS OR (B) ENTER INTO ANY INTERCREDITOR AGREEMENT ON BEHALF OF, AND
BINDING WITH RESPECT TO, THE LENDERS AND THEIR INTEREST IN DESIGNATED ASSETS, TO
GIVE EFFECT TO ANY SPECIAL PURPOSE FINANCING, INCLUDING TO CLARIFY THE
RESPECTIVE RIGHTS OF ALL PARTIES IN AND TO DESIGNATED ASSETS.
UPON REQUEST BY
THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT, AT ANY TIME, THE LENDERS WILL
CONFIRM IN WRITING SUCH AGENT'S AUTHORITY TO RELEASE PARTICULAR TYPES OR ITEMS
OF COLLATERAL PURSUANT TO THIS SUBSECTION 9.9.
131
(C)
THE LENDERS HEREBY AUTHORIZE THE
ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT, AS THE CASE MAY BE, IN EACH CASE
AT ITS OPTION AND IN ITS DISCRETION, TO ENTER INTO ANY AMENDMENT, AMENDMENT AND
RESTATEMENT, RESTATEMENT, WAIVER, SUPPLEMENT OR MODIFICATION, AND TO MAKE OR
CONSENT TO ANY FILINGS OR TO TAKE ANY OTHER ACTIONS, IN EACH CASE AS
CONTEMPLATED BY SUBSECTION 10.17.
UPON REQUEST BY ANY AGENT, AT ANY TIME, THE
LENDERS WILL CONFIRM IN WRITING THE ADMINISTRATIVE AGENT'S AND THE COLLATERAL
AGENT'S AUTHORITY UNDER THIS SUBSECTION 9.9(C).
(D)
NO AGENT SHALL HAVE ANY OBLIGATION
WHATSOEVER TO THE LENDERS TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED BY
THE BORROWER OR ANY OF ITS SUBSIDIARIES OR IS CARED FOR, PROTECTED OR INSURED OR
THAT THE LIENS GRANTED TO ANY AGENT HEREIN OR PURSUANT HERETO HAVE BEEN PROPERLY
OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED, PROTECTED OR ENFORCED OR ARE
ENTITLED TO ANY PARTICULAR PRIORITY, OR TO EXERCISE OR TO CONTINUE EXERCISING AT
ALL OR IN ANY MANNER OR UNDER ANY DUTY OF CARE, DISCLOSURE OR FIDELITY ANY OF
THE RIGHTS, AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO THE AGENTS IN THIS
SUBSECTION 9.9 OR IN ANY OF THE SECURITY DOCUMENTS, IT BEING UNDERSTOOD AND
AGREED THAT IN RESPECT OF THE COLLATERAL, OR ANY ACT, OMISSION OR EVENT RELATED
THERETO, EACH AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE
DISCRETION, GIVEN SUCH AGENT'S OWN INTEREST IN THE COLLATERAL AS LENDER AND THAT
NO AGENT SHALL HAVE ANY DUTY OR LIABILITY WHATSOEVER TO THE LENDERS, EXCEPT FOR
ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(E)
THE COLLATERAL AGENT MAY, AND HEREBY DOES,
APPOINT THE ADMINISTRATIVE AGENT AS ITS AGENT FOR THE PURPOSES OF HOLDING ANY
COLLATERAL AND/OR PERFECTING THE COLLATERAL AGENT'S SECURITY INTEREST THEREIN
AND FOR THE PURPOSE OF TAKING SUCH OTHER ACTION WITH RESPECT TO THE COLLATERAL
AS SUCH AGENTS MAY FROM TIME TO TIME AGREE.
9.10
SUCCESSOR AGENT.