AGENT.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, AGENT SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND
AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR LENDERS WITH
RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN CONNECTION HEREWITH AND WITH
THE LOAN DOCUMENTS IN CONNECTION WITH THE COLLATERAL; (II) EXECUTE AND DELIVER
EACH LOAN DOCUMENT RELATING TO THE COLLATERAL AND ANY SUBORDINATION AGREEMENT
AND ACCEPT DELIVERY OF EACH SUCH AGREEMENT DELIVERED BY THE CREDIT PARTIES OR
ANY OF THEIR SUBSIDIARIES; (III) ACT AS COLLATERAL AGENT FOR LENDERS FOR
PURPOSES OF THE PERFECTION OF ALL SECURITY INTERESTS AND LIENS CREATED BY SUCH
AGREEMENTS AND ALL OTHER PURPOSES STATED
51
THEREIN; (IV) MANAGE, SUPERVISE AND OTHERWISE DEAL WITH THE COLLATERAL; (V) TAKE
SUCH ACTION AS IS NECESSARY OR DESIRABLE TO MAINTAIN THE PERFECTION AND PRIORITY
OF THE SECURITY INTERESTS AND LIENS CREATED OR PURPORTED TO BE CREATED BY THE
LOAN DOCUMENTS RELATING TO THE COLLATERAL; AND (VI) EXCEPT AS MAY BE OTHERWISE
SPECIFICALLY RESTRICTED BY THE TERMS HEREOF OR OF ANY OTHER LOAN DOCUMENT,
EXERCISE ALL REMEDIES GIVEN TO SUCH AGENT AND LENDERS WITH RESPECT TO THE
COLLATERAL UNDER THE LOAN DOCUMENTS RELATING THERETO, APPLICABLE LAW OR
OTHERWISE.
(II)
RELEASE OF COLLATERAL.
LENDERS HEREBY IRREVOCABLY AUTHORIZE
AGENT, AT ITS OPTION AND IN ITS SOLE DISCRETION, TO RELEASE ANY LIEN GRANTED TO
OR HELD BY AGENT FOR THE BENEFIT OF LENDER PARTIES UPON ANY PROPERTY COVERED BY
THE LOAN DOCUMENTS (A) UPON TERMINATION OF THIS AGREEMENT AND PAYMENT AND
SATISFACTION IN FULL OF ALL OBLIGATIONS; (OTHER THAN CONTINGENT INDEMNIFICATION
OBLIGATIONS TO THE EXTENT NO CLAIM GIVING RISE THERETO HAS BEEN ASSERTED),
(B) CONSTITUTING PROPERTY BEING SOLD OR DISPOSED OF IF BORROWER CERTIFIES TO
AGENT THAT THE SALE OR DISPOSITION IS MADE IN COMPLIANCE WITH THE PROVISIONS OF
THE LOAN DOCUMENTS (AND AGENT MAY RELY IN GOOD FAITH CONCLUSIVELY ON ANY
CERTIFICATE OF THE BORROWER TO SUCH EFFECT, WITHOUT FURTHER INQUIRY); OR
(C) CONSTITUTING PROPERTY LEASED TO ANY CREDIT 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 CREDIT PARTY
TO BE, RENEWED OR EXTENDED.
(III)
CONFIRMATION OF AUTHORITY; EXECUTION OF RELEASES.
WITHOUT IN ANY
MANNER LIMITING AGENT'S AUTHORITY TO ACT WITHOUT ANY SPECIFIC OR FURTHER
AUTHORIZATION OR CONSENT BY LENDERS (AS SET FORTH IN SECTION 11.1(H)(I) AND
(II)), EACH LENDER AGREES TO CONFIRM IN WRITING, UPON REQUEST BY BORROWER, THE
AUTHORITY TO RELEASE ANY PROPERTY COVERED BY THIS AGREEMENT OR THE LOAN
DOCUMENTS CONFERRED UPON AGENT UNDER SECTION 11.1(H)(II).
SO LONG AS NO EVENT
OF DEFAULT EXISTS, UPON RECEIPT BY AGENT OF CONFIRMATION FROM THE REQUISITE
PERCENTAGE OF LENDERS OF ITS AUTHORITY TO RELEASE ANY PARTICULAR ITEM OR TYPES
OF PROPERTY COVERED, BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, AND UPON AT
LEAST FIVE (5) BUSINESS DAYS' PRIOR WRITTEN REQUEST BY BORROWER, AGENT SHALL
(AND IS HEREBY IRREVOCABLY AUTHORIZED BY LENDERS TO) EXECUTE SUCH DOCUMENTS