UPON REQUEST BY THE
ADMINISTRATIVE AGENT AT ANY TIME, THE LENDERS WILL CONFIRM IN WRITING THE
COLLATERAL AGENT'S AUTHORITY TO RELEASE PARTICULAR TYPES OR ITEMS OF COLLATERAL
PURSUANT TO THIS SECTION 12.10.
(C)
THE COLLATERAL AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO THE
LENDERS OR TO ANY OTHER PERSON TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED
BY ANY CREDIT PARTY OR IS CARED FOR, PROTECTED OR INSURED OR THAT THE LIENS
GRANTED TO THE COLLATERAL AGENT HEREIN OR PURSUANT HERETO HAVE BEEN PROPERLY OR
SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED, PROTECTED OR ENFORCED OR ARE
ENTITLED TO ANY PARTICULAR PRIORITY, OR TO EXERCISE OR TO CONTINUE EXERCISING AT
ALL OR IN ANY MANNER OR UNDER ANY DUTY OF CARE, DISCLOSURE OR FIDELITY ANY OF
THE RIGHTS, AUTHORITIES AND POWERS GRANTED OR AVAILABLE TO THE COLLATERAL AGENT
IN THIS SECTION 12.10 OR IN ANY OF THE SECURITY DOCUMENTS, IT BEING UNDERSTOOD
AND AGREED THAT IN RESPECT OF THE COLLATERAL, OR ANY ACT, OMISSION OR EVENT
RELATED THERETO, THE COLLATERAL AGENT MAY ACT IN ANY MANNER IT MAY DEEM
APPROPRIATE, IN ITS SOLE DISCRETION, GIVEN THE COLLATERAL AGENT'S OWN INTEREST
IN THE COLLATERAL AS ONE OF THE LENDERS AND THAT THE COLLATERAL AGENT SHALL HAVE
NO DUTY OR LIABILITY WHATSOEVER TO THE LENDERS, EXCEPT FOR ITS GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT (AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A
FINAL AND NON-APPEALABLE DECISION).
12.11.
DELIVERY OF INFORMATION.
THE ADMINISTRATIVE AGENT SHALL NOT BE
REQUIRED TO DELIVER TO ANY LENDER ORIGINALS OR COPIES OF ANY DOCUMENTS,
INSTRUMENTS, NOTICES, COMMUNICATIONS OR OTHER INFORMATION RECEIVED BY THE
ADMINISTRATIVE AGENT FROM ANY CREDIT PARTY, ANY SUBSIDIARY, THE REQUIRED
LENDERS, ANY LENDER OR ANY OTHER PERSON UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT EXCEPT (I) AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND (II) AS SPECIFICALLY REQUESTED
FROM TIME TO TIME IN WRITING BY ANY LENDER WITH RESPECT TO A SPECIFIC DOCUMENT,
INSTRUMENT, NOTICE OR OTHER WRITTEN COMMUNICATION RECEIVED BY AND IN THE
POSSESSION OF THE ADMINISTRATIVE AGENT AT THE TIME OF RECEIPT OF SUCH REQUEST
AND THEN ONLY IN ACCORDANCE WITH SUCH SPECIFIC REQUEST.
SECTION 13.
Miscellaneous.
13.01.
PAYMENT OF EXPENSES, ETC.
THE BORROWER HEREBY AGREES TO:
(I)
WHETHER OR NOT THE TRANSACTIONS HEREIN CONTEMPLATED ARE CONSUMMATED, PAY ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT
(INCLUDING, WITHOUT LIMITATION, THE REASONABLE
102
FEES AND DISBURSEMENTS OF WHITE & CASE LLP) IN CONNECTION WITH THE PREPARATION,
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
DOCUMENTS AND INSTRUMENTS REFERRED TO HEREIN AND THEREIN AND ANY AMENDMENT,
WAIVER OR CONSENT RELATING HERETO OR THERETO, OF THE ADMINISTRATIVE AGENT AND
ITS AFFILIATES IN CONNECTION WITH ITS OR THEIR SYNDICATION EFFORTS WITH RESPECT
TO THIS AGREEMENT AND OF THE ADMINISTRATIVE AGENT AND, AFTER THE OCCURRENCE OF
AN EVENT OF DEFAULT, EACH OF THE LENDERS IN CONNECTION WITH THE ENFORCEMENT OF
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE DOCUMENTS AND