ANY COLLATERAL SHALL REQUIRE THE
CONSENT OF REQUISITE LENDERS.
IN ADDITION, AGENT BANK IS HEREBY AUTHORIZED ON
BEHALF OF ALL LENDERS, WITHOUT THE NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT
FROM ANY LENDER, TO: (I) WAIVE THE IMPOSITION OF THE LATE FEES PROVIDED FOR IN
SECTION 2.11 UP TO A MAXIMUM OF TWO (2) TIMES PER CALENDAR YEAR, INCLUDING ANY
EXTENSIONS, AND (II) RELEASE THE V/P PROPERTY AS COLLATERAL SUBJECT TO THE
SATISFACTION OF EACH OF THE CONDITIONS SET FORTH IN SECTION 5.22.
(B)
LENDERS HEREBY IRREVOCABLY AUTHORIZE AGENT BANK, AT ITS OPTION AND
IN ITS DISCRETION, TO RELEASE ANY SECURITY DOCUMENTATION GRANTED TO OR HELD BY
AGENT BANK UPON ANY COLLATERAL (I) UPON BANK FACILITY TERMINATION AND REPAYMENT
AND SATISFACTION OF ALL BORROWINGS, AND ALL OTHER OBLIGATIONS AND THE
TERMINATION OF THIS CREDIT AGREEMENT, OR (II) IF APPROVED, AUTHORIZED OR
RATIFIED IN WRITING BY AGENT BANK AT THE DIRECTION OF ALL LENDERS.
AGENT BANK
SHALL NOT BE REQUIRED TO EXECUTE ANY DOCUMENT TO EVIDENCE THE RELEASE OF THE
SECURITY DOCUMENTATION GRANTED TO AGENT BANK FOR THE BENEFIT OF LENDERS HEREIN
OR PURSUANT HERETO UPON ANY COLLATERAL IF, IN AGENT BANK'S OPINION, SUCH
DOCUMENT WOULD EXPOSE AGENT BANK TO LIABILITY OR CREATE ANY OBLIGATION OR ENTAIL
ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH SECURITY DOCUMENTATION WITHOUT
RECOURSE OR WARRANTY, AND SUCH RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT
OR IMPAIR THE OBLIGATIONS OR ANY SECURITY DOCUMENTATION UPON (OR OBLIGATIONS OF
BORROWER IN RESPECT OF) ANY PROPERTY WHICH SHALL CONTINUE TO CONSTITUTE PART OF
THE COLLATERAL.
(C)
EXCEPT AS PROVIDED IN THIS CREDIT AGREEMENT, AGENT BANK SHALL HAVE
NO OBLIGATION WHATSOEVER TO ANY LENDER OR TO ANY OTHER PERSON TO ASSURE THAT THE
COLLATERAL EXISTS OR IS OWNED BY BORROWER OR IS CARED FOR, PROTECTED OR INSURED
OR HAS BEEN ENCUMBERED OR THAT THE SECURITY DOCUMENTATION GRANTED TO AGENT BANK
HEREIN OR IN ANY OF THE OTHER LOAN DOCUMENTS OR PURSUANT HERETO OR THERETO HAVE
BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED, PROTECTED OR
ENFORCED OR ARE ENTITLED TO ANY PARTICULAR PRIORITY.
(D)
SHOULD AGENT BANK (I) EMPLOY COUNSEL FOR ADVICE OR OTHER
REPRESENTATION (WHETHER OR NOT ANY SUIT HAS BEEN OR SHALL BE FILED) WITH RESPECT
TO ANY COLLATERAL OR ANY PART THEREOF, OR ANY OF THE LOAN DOCUMENTS, OR THE
ATTEMPT TO ENFORCE ANY SECURITY INTEREST OR SECURITY DOCUMENTATION ON ANY OF THE
COLLATERAL, OR (II) COMMENCE ANY PROCEEDING OR IN ANY WAY SEEK TO ENFORCE ITS
RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS, IRRESPECTIVE OF WHETHER AS A RESULT
THEREOF AGENT BANK SHALL ACQUIRE TITLE TO ANY COLLATERAL, EITHER THROUGH
FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR OTHERWISE, EACH LENDER, UPON DEMAND
THEREFOR FROM TIME TO TIME, SHALL CONTRIBUTE ITS SHARE (BASED ON ITS PRO RATA
SHARE) OF THE REASONABLE COSTS AND/OR EXPENSES OF ANY SUCH ADVICE OR OTHER
REPRESENTATION, ENFORCEMENT OR ACQUISITION, INCLUDING, BUT NOT LIMITED TO, FEES
OF RECEIVERS OR TRUSTEES, COURT COSTS, TITLE COMPANY CHARGES, FILING AND
RECORDING FEES, APPRAISERS' FEES