EXCEPT AS OTHERWISE SET FORTH IN SECTION 16.1, ANY ACTION TAKEN BY THE REQUIRED
LENDERS, IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR THE COLLATERAL
DOCUMENTS, AND THE EXERCISE BY THE REQUIRED LENDERS OF THE POWERS SET FORTH
HEREIN OR THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL
THERETO, SHALL BE AUTHORIZED AND BINDING UPON ALL OF LENDERS AND THE L/C
ISSUER.
AGENT IS HEREBY AUTHORIZED (BUT NOT OBLIGATED) ON BEHALF OF ALL OF
LENDERS AND THE L/C ISSUER, WITHOUT THE NECESSITY OF ANY NOTICE TO OR FURTHER
CONSENT FROM ANY LENDER OR THE L/C ISSUER FROM TIME TO TIME PRIOR TO, AN EVENT
OF DEFAULT, TO TAKE ANY ACTION WITH RESPECT TO ANY COLLATERAL OR COLLATERAL
DOCUMENTS WHICH MAY BE NECESSARY TO PERFECT AND MAINTAIN PERFECTED THE LIENS
UPON THE COLLATERAL GRANTED PURSUANT TO THE COLLATERAL DOCUMENTS.
57
(B)
EACH LENDER AND THE L/C ISSUER HEREBY IRREVOCABLY AUTHORIZE AGENT,
AT ITS OPTION AND IN ITS DISCRETION,
(I)
TO RELEASE ANY LIEN ON ANY PROPERTY GRANTED TO OR HELD BY AGENT
UNDER ANY LOAN DOCUMENT (A) UPON TERMINATION OF THE AGGREGATE COMMITMENTS AND
PAYMENT IN FULL OF ALL OBLIGATIONS (OTHER THAN CONTINGENT INDEMNIFICATION
OBLIGATIONS) AND THE EXPIRATION OR TERMINATION OF ALL LETTERS OF CREDIT (OTHER
THAN LETTERS OF CREDIT AS TO WHICH OTHER ARRANGEMENTS SATISFACTORY TO AGENT AND
THE L/C ISSUER SHALL HAVE BEEN MADE), (B) THAT IS SOLD OR TO BE SOLD AS PART OF
OR IN CONNECTION WITH ANY SALE PERMITTED HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT, (C) SUBJECT TO SECTION 16.1, IF APPROVED, AUTHORIZED OR RATIFIED IN
WRITING BY THE REQUIRED LENDERS, OR (D) IN CONNECTION WITH ANY FORECLOSURE SALE
OR OTHER DISPOSITION OF COLLATERAL AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT;
AND
(II)
TO SUBORDINATE ANY LIEN ON ANY PROPERTY GRANTED TO OR HELD BY
AGENT UNDER ANY LOAN DOCUMENT TO THE HOLDER OF ANY LIEN ON SUCH PROPERTY THAT IS
PERMITTED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
Upon request by Agent at any time, each Lender and the L/C Issuer will confirm
in writing Agent's authority to release or subordinate its interest in
particular types or items of Collateral pursuant to this Section 14.10.
(C)
SUBJECT TO (B) ABOVE, AGENT SHALL (AND IS HEREBY IRREVOCABLY
AUTHORIZED BY EACH LENDER AND THE L/C ISSUER , TO EXECUTE SUCH DOCUMENTS AS MAY
BE NECESSARY TO EVIDENCE THE RELEASE OR SUBORDINATION OF THE LIENS GRANTED TO
AGENT FOR THE BENEFIT OF AGENT AND LENDERS AND THE L/C ISSUER HEREIN OR PURSUANT
HERETO UPON THE APPLICABLE COLLATERAL; PROVIDED THAT (I) AGENT SHALL NOT BE
REQUIRED TO EXECUTE ANY SUCH DOCUMENT ON TERMS WHICH, IN AGENT'S OPINION, WOULD
EXPOSE AGENT TO OR CREATE ANY LIABILITY OR ENTAIL ANY CONSEQUENCE OTHER THAN THE
RELEASE OR SUBORDINATION OF SUCH LIENS WITHOUT RECOURSE OR WARRANTY AND
(II) SUCH RELEASE OR SUBORDINATION SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR
IMPAIR THE OBLIGATIONS OR ANY LIENS UPON (OR OBLIGATIONS OF THE COMPANY OR ANY
OTHER LOAN