LOAN DOCUMENTS RELATING TO THE COLLATERAL, AND THE EXERCISE BY AGENT
OR THE REQUISITE LENDERS (OR, WHERE SO REQUIRED, SUCH GREATER PROPORTION OF
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 THE LENDERS AND AGENT.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, AGENT SHALL HAVE THE SOLE AND EXCLUSIVE RIGHT AND AUTHORITY TO
(I) ACT AS THE DISBURSING AND COLLECTING AGENT FOR LENDERS WITH RESPECT TO ALL
PAYMENTS AND COLLECTIONS ARISING IN CONNECTION HEREWITH AND WITH THE LOAN
DOCUMENTS IN CONNECTION WITH THE COLLATERAL; (II) EXECUTE AND DELIVER EACH LOAN
DOCUMENT RELATING TO THE COLLATERAL AND ANY SUBORDINATION AGREEMENT AND ACCEPT
DELIVERY OF EACH SUCH AGREEMENT DELIVERED BY THE CREDIT PARTIES OR ANY OF THEIR
SUBSIDIARIES; (III) ACT AS COLLATERAL AGENT FOR LENDERS FOR PURPOSES OF THE
PERFECTION OF ALL SECURITY INTERESTS AND LIENS CREATED BY SUCH AGREEMENTS AND
ALL OTHER PURPOSES STATED THEREIN; (IV) MANAGE, SUPERVISE AND OTHERWISE DEAL
WITH THE COLLATERAL; (V) TAKE SUCH ACTION AS IS NECESSARY OR DESIRABLE TO
MAINTAIN THE PERFECTION AND PRIORITY OF THE SECURITY INTERESTS AND LIENS CREATED
OR PURPORTED TO BE CREATED BY THE LOAN DOCUMENTS RELATING TO THE COLLATERAL; AND
(VI) EXCEPT AS MAY BE OTHERWISE SPECIFICALLY RESTRICTED BY THE TERMS HEREOF OR
OF ANY OTHER LOAN DOCUMENT, EXERCISE ALL RIGHT AND REMEDIES GIVEN TO SUCH AGENT
AND LENDERS WITH RESPECT TO THE COLLATERAL UNDER THE LOAN DOCUMENTS RELATING
THERETO, APPLICABLE LAW OR OTHERWISE.
(II)
RELEASE OF COLLATERAL.
LENDERS HEREBY IRREVOCABLY
AUTHORIZE AGENT, AT ITS OPTION AND IN ITS SOLE DISCRETION, TO RELEASE ANY LIEN
GRANTED TO OR HELD BY AGENT, FOR THE BENEFIT THE OF LENDER PARTIES, UPON ANY
PROPERTY COVERED BY THE LOAN DOCUMENTS (A) UPON TERMINATION OF THIS AGREEMENT
AND PAYMENT AND SATISFACTION IN FULL OF ALL OBLIGATIONS (OTHER THAN CONTINGENT
INDEMNIFICATION OBLIGATIONS TO THE EXTENT NO CLAIM GIVING RISE THERETO HAS BEEN
ASSERTED); (B) CONSTITUTING PROPERTY BEING SOLD OR DISPOSED OF IF BORROWER
CERTIFIES TO AGENT THAT THE SALE OR DISPOSITION IS MADE IN COMPLIANCE WITH THE
PROVISIONS OF THE LOAN DOCUMENTS (AND AGENT MAY RELY IN GOOD FAITH CONCLUSIVELY
ON ANY SUCH CERTIFICATE TO SUCH EFFECT, WITHOUT FURTHER INQUIRY); OR
(C) CONSTITUTING PROPERTY LEASED TO ANY CREDIT PARTY UNDER A LEASE WHICH HAS
EXPIRED OR BEEN TERMINATED IN A TRANSACTION PERMITTED UNDER THIS AGREEMENT OR IS
ABOUT TO EXPIRE AND WHICH HAS NOT BEEN, AND IS NOT INTENDED BY SUCH CREDIT PARTY
TO BE, RENEWED OR EXTENDED.
(III)
CONFIRMATION OF AUTHORITY; EXECUTION OF RELEASES.
WITHOUT IN ANY MANNER LIMITING AGENT'S AUTHORITY TO ACT WITHOUT ANY SPECIFIC OR
FURTHER AUTHORIZATION OR CONSENT BY LENDERS (AS SET FORTH IN
SECTION 11.1(H)(I) AND (II)), EACH LENDER AGREES TO CONFIRM IN WRITING, UPON
REQUEST BY BORROWER, THE AUTHORITY TO RELEASE ANY PROPERTY COVERED BY THIS
AGREEMENT OR THE LOAN DOCUMENTS CONFERRED UPON AGENT UNDER SECTION 11.1(H)(II).
SO LONG AS NO EVENT OF DEFAULT EXISTS, UPON RECEIPT BY AGENT OF CONFIRMATION
FROM