OF INSURANCE RELATED TO SUCH COLLATERAL, AND (III) ONE
HUNDRED THOUSAND DOLLARS ($100,000.00).
PROTECTIVE ADVANCES IN EXCESS OF SAID
SUM DURING ANY CALENDAR YEAR FOR ANY COLLATERAL SHALL REQUIRE THE CONSENT OF
REQUISITE LENDERS.
IN ADDITION, AGENT BANK IS HEREBY AUTHORIZED ON BEHALF OF
ALL LENDERS, WITHOUT THE NECESSITY OF ANY NOTICE TO OR
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further consent from any Lender, to waive the imposition of the late fees
provided for in Section 2.09(a) up to a maximum of two (2) times per calendar
year, including any extensions.
B.
LENDERS HEREBY IRREVOCABLY AUTHORIZE
AGENT BANK, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY SECURITY
DOCUMENTATION GRANTED TO OR HELD BY AGENT BANK UPON ANY COLLATERAL (I) UPON
CREDIT FACILITY TERMINATION AND REPAYMENT AND SATISFACTION OF ALL BORROWINGS,
AND ALL OTHER OBLIGATIONS AND THE TERMINATION OF THIS CREDIT AGREEMENT, OR
(II) IF APPROVED, AUTHORIZED OR RATIFIED IN WRITING BY AGENT BANK AT THE
DIRECTION OF ALL LENDERS.
AGENT BANK SHALL NOT BE REQUIRED TO EXECUTE ANY
DOCUMENT TO EVIDENCE THE RELEASE OF THE SECURITY DOCUMENTATION GRANTED TO AGENT
BANK FOR THE BENEFIT OF LENDERS HEREIN OR PURSUANT HERETO UPON ANY COLLATERAL
IF, IN AGENT BANK'S OPINION, SUCH DOCUMENT WOULD EXPOSE AGENT BANK TO LIABILITY
OR CREATE ANY OBLIGATION OR ENTAIL ANY CONSEQUENCE OTHER THAN THE RELEASE OF
SUCH SECURITY DOCUMENTATION WITHOUT RECOURSE OR WARRANTY, AND SUCH RELEASE SHALL
NOT IN ANY MANNER DISCHARGE, AFFECT OR IMPAIR THE OBLIGATIONS OR ANY SECURITY
DOCUMENTATION UPON (OR OBLIGATIONS OF BORROWERS IN RESPECT OF) ANY PROPERTY
WHICH SHALL CONTINUE TO CONSTITUTE PART OF THE COLLATERAL.
C.
EXCEPT AS PROVIDED IN THIS CREDIT
AGREEMENT, AGENT BANK SHALL HAVE NO OBLIGATION WHATSOEVER TO ANY LENDER OR TO
ANY OTHER PERSON TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED BY BORROWERS
OR IS CARED FOR, PROTECTED OR INSURED OR HAS BEEN ENCUMBERED OR THAT THE
SECURITY DOCUMENTATION GRANTED TO AGENT BANK HEREIN OR IN ANY OF THE OTHER LOAN
DOCUMENTS OR PURSUANT HERETO OR THERETO HAVE BEEN PROPERLY OR SUFFICIENTLY OR
LAWFULLY CREATED, PERFECTED, PROTECTED OR ENFORCED OR ARE ENTITLED TO ANY
PARTICULAR PRIORITY.
D.
SHOULD AGENT BANK (I) EMPLOY COUNSEL FOR
ADVICE OR OTHER REPRESENTATION (WHETHER OR NOT ANY SUIT HAS BEEN OR SHALL BE
FILED) WITH RESPECT TO ANY COLLATERAL OR ANY PART THEREOF, OR ANY OF THE LOAN
DOCUMENTS, OR THE ATTEMPT TO ENFORCE ANY SECURITY INTEREST OR SECURITY
DOCUMENTATION ON ANY OF THE COLLATERAL, OR (II) COMMENCE ANY PROCEEDING OR IN
ANY WAY SEEK TO ENFORCE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS,
IRRESPECTIVE OF WHETHER AS A RESULT THEREOF AGENT BANK SHALL ACQUIRE TITLE TO
ANY COLLATERAL, EITHER THROUGH FORECLOSURE, DEED IN LIEU OF FORECLOSURE OR
OTHERWISE, EACH LENDER, UPON DEMAND THEREFOR FROM TIME TO TIME, SHALL CONTRIBUTE
ITS SHARE (BASED ON ITS PRO RATA SHARE) OF THE REASONABLE COSTS AND/OR EXPENSES
OF ANY SUCH ADVICE OR OTHER REPRESENTATION, ENFORCEMENT OR ACQUISITION,
INCLUDING, BUT NOT LIMITED TO, FEES OF RECEIVERS OR TRUSTEES, COURT COSTS, TITLE
COMPANY CHARGES, FILING AND