IN
WRITING THE ADMINISTRATIVE AGENT'S AUTHORITY TO RELEASE PARTICULAR TYPES OR
ITEMS OF COLLATERAL PURSUANT TO THIS SECTION.
(C)
UPON ANY SALE AND TRANSFER OF COLLATERAL WHICH IS EXPRESSLY
PERMITTED PURSUANT TO THE TERMS OF THIS AGREEMENT, AND UPON AT LEAST FIVE (5)
BUSINESS DAYS' PRIOR WRITTEN REQUEST BY THE BORROWER, THE ADMINISTRATIVE AGENT
SHALL (AND IS HEREBY IRREVOCABLY AUTHORIZED BY THE LENDERS TO) EXECUTE SUCH
DOCUMENTS AS MAY BE NECESSARY TO EVIDENCE THE RELEASE OF THE LIENS GRANTED TO
THE ADMINISTRATIVE AGENT FOR THE BENEFIT OF THE LENDERS HEREIN OR PURSUANT
HERETO UPON THE COLLATERAL THAT WAS SOLD OR TRANSFERRED; PROVIDED, HOWEVER, THAT
(I) THE ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO EXECUTE ANY SUCH DOCUMENT
ON TERMS WHICH, IN THE ADMINISTRATIVE AGENT'S OPINION, WOULD EXPOSE THE
ADMINISTRATIVE AGENT TO LIABILITY OR CREATE ANY OBLIGATION OR ENTAIL ANY
CONSEQUENCE OTHER THAN THE RELEASE OF SUCH LIENS WITHOUT RECOURSE OR WARRANTY
AND (II) SUCH RELEASE SHALL NOT IN ANY MANNER DISCHARGE, AFFECT OR IMPAIR THE
OBLIGATIONS OF BORROWER OR ANY LIENS UPON (OR OBLIGATIONS OF THE BORROWER OR ANY
OTHER LOAN PARTY IN RESPECT OF) ALL INTERESTS RETAINED BY THE BORROWER OR ANY
OTHER LOAN PARTY, INCLUDING (WITHOUT LIMITATION) THE PROCEEDS OF SUCH SALE OR
TRANSFER, ALL OF WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE COLLATERAL.
IN
THE EVENT OF ANY SALE OR TRANSFER OF COLLATERAL, OR ANY FORECLOSURE WITH RESPECT
TO ANY OF THE COLLATERAL, THE ADMINISTRATIVE AGENT SHALL BE AUTHORIZED TO DEDUCT
ALL OF THE EXPENSES REASONABLY INCURRED BY THE ADMINISTRATIVE AGENT FROM THE
PROCEEDS OF ANY SUCH SALE, TRANSFER OR FORECLOSURE.
(D)
THE ADMINISTRATIVE AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO
THE LENDERS OR TO ANY OTHER PERSON TO ASSURE THAT THE COLLATERAL EXISTS OR IS
OWNED BY THE BORROWER OR ANY OTHER LOAN PARTY OR IS CARED FOR, PROTECTED OR
INSURED OR THAT THE LIENS GRANTED TO THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT IN THIS SECTION OR IN ANY OF THE LOAN
DOCUMENTS OR OTHER RELATED DOCUMENTS, IT BEING UNDERSTOOD AND AGREED THAT IN
RESPECT OF THE COLLATERAL, OR ANY ACT, OMISSION OR EVENT RELATED THERETO, THE
ADMINISTRATIVE AGENT MAY ACT IN ANY MANNER IT MAY DEEM APPROPRIATE, IN ITS SOLE
DISCRETION, GIVEN THE ADMINISTRATIVE AGENT'S OWN INTEREST IN THE COLLATERAL AS
ONE OF THE LENDERS AND THAT THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY OR
LIABILITY WHATSOEVER TO THE LENDERS, EXCEPT TO THE EXTENT RESULTING FROM ITS
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(E)
THE ADMINISTRATIVE AGENT MAY MAKE, AND SHALL BE REIMBURSED BY THE
LENDERS (IN ACCORDANCE WITH THEIR PRO RATA SHARES) TO THE EXTENT NOT REIMBURSED
BY THE BORROWER FOR, PROTECTIVE ADVANCES DURING ANY ONE CALENDAR YEAR