AND DUTIES
OF THE RETIRING ADMINISTRATIVE AGENT, AND THE RETIRING ADMINISTRATIVE AGENT
SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION AS ADMINISTRATIVE AGENT
UNDER THE LOAN DOCUMENTS, THE PROVISIONS OF THIS SUBSECTION 8.2 SHALL INURE TO
ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS
ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS.
(I)
COLLATERAL MATTERS.
(I)
RELEASE OF COLLATERAL. LENDERS HEREBY IRREVOCABLY AUTHORIZE
ADMINISTRATIVE AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY LIEN
GRANTED TO OR HELD BY
60
ADMINISTRATIVE AGENT UPON ANY PROPERTY COVERED BY THE SECURITY DOCUMENTS
(1) UPON TERMINATION OF THE LOAN COMMITMENTS AND PAYMENT IN CASH AND
SATISFACTION OF ALL OBLIGATIONS (OTHER THAN INDEMNIFICATION OR EXPENSE
REIMBURSEMENT OBLIGATIONS NOT THEN DUE AND PAYABLE); (2) CONSTITUTING PROPERTY
BEING SOLD OR DISPOSED OF IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT IF
BORROWER CERTIFIES TO ADMINISTRATIVE AGENT IN WRITING THAT THE SALE OR
DISPOSITION IS MADE IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (AND ADMINISTRATIVE AGENT MAY RELY IN GOOD FAITH
CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT FURTHER INQUIRY); (3) CONSTITUTING
PROPERTY LEASED TO A LOAN PARTY UNDER A LEASE WHICH HAS EXPIRED OR BEEN
TERMINATED IN A TRANSACTION PERMITTED UNDER THIS AGREEMENT OR IS ABOUT TO EXPIRE
AND WHICH HAS NOT BEEN, AND IS NOT INTENDED BY SUCH LOAN PARTY TO BE, RENEWED OR
EXTENDED; OR (4) OWNED BY A GUARANTOR UPON RELEASE OF SUCH GUARANTOR FROM ITS
OBLIGATIONS UNDER ANY LOAN DOCUMENT IF SUCH PERSON CEASES TO BE A GUARANTOR AS A
RESULT OF A TRANSACTION PERMITTED HEREUNDER.
IN ADDITION, ADMINISTRATIVE AGENT,
WITH THE CONSENT OF REQUISITE LENDERS, MAY RELEASE OR COMPROMISE ANY COLLATERAL
AND THE PROCEEDS THEREOF CONSTITUTING LESS THAN ALL OR SUBSTANTIALLY ALL OF THE
COLLATERAL.
(II)
CONFIRMATION OF AUTHORITY; EXECUTION OF RELEASES.
WITHOUT IN ANY
MANNER LIMITING ADMINISTRATIVE AGENT'S AUTHORITY TO ACT WITHOUT ANY SPECIFIC OR
FURTHER AUTHORIZATION OR CONSENT BY LENDERS (AS SET FORTH IN SUBSECTION
8.2(I)(I)), EACH LENDER AGREES TO CONFIRM IN WRITING, UPON REQUEST BY
ADMINISTRATIVE AGENT OR BORROWER, THE AUTHORITY TO RELEASE ANY PROPERTY COVERED
BY THE SECURITY DOCUMENTS CONFERRED UPON ADMINISTRATIVE AGENT UNDER CLAUSES
(2) THROUGH (4) OF THE FIRST SENTENCE OF SUBSECTION 8.2(I)(I).
UPON RECEIPT BY
ADMINISTRATIVE AGENT OF CONFIRMATION FROM EACH LENDER OF ITS AUTHORITY TO
RELEASE OR COMPROMISE ANY PARTICULAR ITEM OR TYPES OF PROPERTY COVERED BY THE
SECURITY DOCUMENTS UNDER SUBSECTION 8.2(I)(I), AND UPON AT LEAST TEN BUSINESS
DAYS' PRIOR WRITTEN REQUEST BY BORROWER, ADMINISTRATIVE AGENT SHALL (AND IS
HEREBY IRREVOCABLY AUTHORIZED BY LENDERS TO) EXECUTE SUCH DOCUMENTS AS MAY BE
NECESSARY TO EVIDENCE THE RELEASE OR COMPROMISE OF THE LIENS GRANTED TO
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF ADMINISTRATIVE AGENT AND LENDERS, UPON
SUCH COLLATERAL, PROVIDED THAT (1) ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO
EXECUTE ANY SUCH DOCUMENT ON TERMS WHICH, IN ADMINISTRATIVE AGENT'S OPINION,
WOULD EXPOSE ADMINISTRATIVE AGENT TO LIABILITY OR CREATE ANY OBLIGATION