THE
REVOLVING COLLATERAL AGENT, AS APPLICABLE, IN EACH CASE AT ITS OPTION AND IN ITS
DISCRETION, TO (A) RELEASE ANY LIEN GRANTED TO OR HELD BY SUCH AGENT UPON ANY
COLLATERAL (I) UPON PAYMENT AND SATISFACTION OF ALL OF THE OBLIGATIONS UNDER THE
LOAN DOCUMENTS AT ANY TIME ARISING UNDER OR IN RESPECT OF THIS AGREEMENT OR THE
LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND
TERMINATION OF THE REVOLVING COMMITMENTS WITH NO LETTERS OF CREDIT OUTSTANDING
(UNLESS CASH COLLATERALIZED OR OTHERWISE PROVIDED FOR IN A MANNER REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT), (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
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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 REVOLVING 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.
(C)
THE LENDERS HEREBY AUTHORIZE THE ADMINISTRATIVE AGENT AND THE
REVOLVING 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 REVOLVING 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 PARENT 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