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 OR ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OR
COMPROMISE OF SUCH LIENS WITHOUT RECOURSE OR WARRANTY, AND (2) SUCH RELEASE OR
COMPROMISE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR IMPAIR THE SECURED
OBLIGATIONS OR ANY LIENS UPON (OR OBLIGATIONS OF THE LOAN PARTIES, IN RESPECT
OF) ALL INTERESTS RETAINED BY THE LOAN PARTIES IN THE COLLATERAL, INCLUDING
PROCEEDS OF ANY SALE OR OTHER DISPOSITION OF ANY COLLATERAL, ALL OF WHICH SHALL
CONTINUE TO CONSTITUTE PART OF THE PROPERTY COVERED BY THE SECURITY DOCUMENTS.
(III)
ABSENCE OF DUTY.
ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION
WHATSOEVER TO ANY LENDER OR ANY OTHER PERSON TO ASSURE THAT THE PROPERTY COVERED
BY THE SECURITY DOCUMENTS EXISTS OR IS OWNED BY THE LOAN PARTIES, OR IS CARED
FOR, PROTECTED OR INSURED OR HAS BEEN ENCUMBERED OR THAT THE LIENS GRANTED TO
ADMINISTRATIVE AGENT HAVE BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED,
PERFECTED, PROTECTED OR ENFORCED OR ARE ENTITLED TO ANY PARTICULAR PRIORITY, OR
TO EXERCISE AT ALL OR IN ANY PARTICULAR MANNER OR UNDER ANY DUTY OF CARE,
DISCLOSURE OR FIDELITY, OR TO CONTINUE EXERCISING, ANY OF THE RIGHTS,
AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO ADMINISTRATIVE AGENT IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT, IT BEING UNDERSTOOD AND AGREED THAT
WITH RESPECT TO THE PROPERTY COVERED BY THE SECURITY DOCUMENTS OR ANY ACT,
OMISSION OR EVENT RELATED THERETO, ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT
MAY DEEM APPROPRIATE, IN ITS DISCRETION, GIVEN ADMINISTRATIVE AGENT'S OWN
INTEREST IN PROPERTY COVERED BY THE SECURITY DOCUMENTS, AS ONE OF LENDERS AND AS
ADMINISTRATIVE AGENT, PROVIDED THAT ADMINISTRATIVE AGENT SHALL ACT IN
CONFORMANCE WITH SUBSECTION 8.2 AND EXERCISE THE SAME CARE WHICH IT WOULD IN
DEALING WITH LOANS FOR ITS OWN ACCOUNT AND SHALL BE LIABLE FOR ITS AND ITS
REPRESENTATIVES' GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT.
(J)
AGENCY FOR PERFECTION; ENFORCEMENT OF SECURITY BY ADMINISTRATIVE
AGENT.
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY APPOINT EACH OTHER LENDER AS
AGENT FOR THE PURPOSE OF PERFECTING ADMINISTRATIVE AGENT'S SECURITY INTEREST IN
ASSETS WHICH, IN ACCORDANCE WITH ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE IN ANY
APPLICABLE JURISDICTION, CAN BE PERFECTED ONLY BY POSSESSION OR CONTROL.
SHOULD
ANY LENDER (OTHER THAN ADMINISTRATIVE AGENT) OBTAIN POSSESSION OF ANY SUCH
COLLATERAL, SUCH LENDER SHALL NOTIFY ADMINISTRATIVE AGENT THEREOF, AND, PROMPTLY
UPON ADMINISTRATIVE AGENT'S REQUEST THEREFOR, SHALL DELIVER SUCH COLLATERAL (OR
CONTROL THEREOF) TO ADMINISTRATIVE AGENT OR IN ACCORDANCE WITH ADMINISTRATIVE
AGENT'S INSTRUCTIONS WITHOUT AFFECTING ANY LENDER'S RIGHTS OF SET-OFF.
EACH
LENDER AGREES THAT IT WILL NOT HAVE ANY RIGHT