9:00 A.M. (NEW YORK CITY TIME) ON THAT DAY BY
EACH OF THE THREE LEADING BROKERS OF FEDERAL FUNDS TRANSACTIONS IN NEW YORK CITY
SELECTED BY ADMINISTRATIVE AGENT) AND IF SUCH AMOUNTS ARE NOT PAID WITHIN THREE
(3) DAYS OF ADMINISTRATIVE AGENT'S DEMAND, AT THE HIGHEST INTEREST RATE PROVIDED
FOR IN SECTION 3.1 HEREOF APPLICABLE TO BASE RATE LOANS.
(B)
LENDERS HEREBY IRREVOCABLY AUTHORIZE ADMINISTRATIVE AGENT, AT ITS OPTION
AND IN ITS DISCRETION TO RELEASE ANY SECURITY INTEREST IN, MORTGAGE OR LIEN
UPON, ANY OF THE COLLATERAL (I) UPON TERMINATION OF THE COMMITMENTS AND PAYMENT
AND SATISFACTION OF ALL OF THE OBLIGATIONS AND DELIVERY OF CASH COLLATERAL TO
THE EXTENT REQUIRED UNDER SECTION 13.1 BELOW, OR (II) CONSTITUTING PROPERTY
BEING SOLD OR DISPOSED OF IF LEAD BORROWER OR ANY BORROWER OR GUARANTOR
CERTIFIES TO ADMINISTRATIVE AGENT THAT THE SALE OR DISPOSITION IS MADE IN
COMPLIANCE WITH SECTION 9.7 HEREOF (AND ADMINISTRATIVE AGENT MAY RELY
CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT FURTHER INQUIRY), OR (III)
CONSTITUTING PROPERTY IN WHICH ANY BORROWER OR GUARANTOR DID NOT OWN AN INTEREST
AT THE TIME THE SECURITY INTEREST, MORTGAGE OR LIEN WAS GRANTED OR AT ANY TIME
THEREAFTER, OR (IV) HAVING A VALUE IN THE AGGREGATE IN ANY TWELVE (12) MONTH
PERIOD OF LESS THAN $25,000,000, AND TO THE EXTENT ADMINISTRATIVE AGENT MAY
RELEASE ITS SECURITY INTEREST IN AND LIEN UPON ANY SUCH COLLATERAL PURSUANT TO
THE SALE OR OTHER DISPOSITION THEREOF, SUCH SALE OR OTHER DISPOSITION SHALL BE
DEEMED CONSENTED TO BY LENDERS, OR (V) IF REQUIRED OR PERMITTED UNDER ANY OTHER
TERMS HEREOF OR OF ANY OF THE OTHER FINANCING AGREEMENTS, INCLUDING ANY
INTERCREDITOR AGREEMENT, OR (VI) APPROVED, AUTHORIZED OR RATIFIED IN WRITING BY
ALL OF LENDERS.
EXCEPT AS PROVIDED ABOVE, ADMINISTRATIVE AGENT WILL NOT RELEASE
ANY SECURITY INTEREST IN, MORTGAGE OR LIEN UPON, ANY OF THE COLLATERAL WITHOUT
THE PRIOR WRITTEN AUTHORIZATION OF ALL OF LENDERS. UPON REQUEST BY
ADMINISTRATIVE AGENT AT ANY TIME, LENDERS WILL PROMPTLY CONFIRM IN WRITING
ADMINISTRATIVE AGENT'S AUTHORITY TO RELEASE PARTICULAR TYPES OR ITEMS OF
COLLATERAL PURSUANT TO THIS SECTION.
180
(C)
WITHOUT IN ANY MANNER LIMITING ADMINISTRATIVE AGENT'S AUTHORITY TO ACT
WITHOUT ANY SPECIFIC OR FURTHER AUTHORIZATION OR CONSENT BY THE REQUIRED
LENDERS, EACH LENDER AGREES TO CONFIRM IN WRITING, UPON REQUEST BY
ADMINISTRATIVE AGENT, THE AUTHORITY TO RELEASE COLLATERAL CONFERRED UPON
ADMINISTRATIVE AGENT UNDER THIS SECTION.
ADMINISTRATIVE AGENT SHALL (AND IS
HEREBY IRREVOCABLY AUTHORIZED BY LENDERS TO) EXECUTE SUCH DOCUMENTS AS MAY BE
NECESSARY TO EVIDENCE THE RELEASE OF THE SECURITY INTEREST, MORTGAGE OR LIENS
GRANTED TO ADMINISTRATIVE AGENT UPON ANY COLLATERAL TO THE EXTENT SET FORTH
ABOVE; PROVIDED, THAT,
(I) 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 OBLIGATIONS OR
ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF SUCH SECURITY INTEREST,
MORTGAGE OR LIENS WITHOUT RECOURSE OR WARRANTY AND
(II) SUCH RELEASE SHALL NOT
IN ANY MANNER DISCHARGE, AFFECT OR IMPAIR THE OBLIGATIONS OR