WITH THE PROVISIONS OF CLAUSE (B) OR (C).
(F)
EACH JOINT LEAD ARRANGER AND EACH
CO-DOCUMENTATION AGENT MAY RESIGN FROM THE PERFORMANCE OF ALL OF ITS FUNCTIONS
AND DUTIES HEREUNDER AND/OR UNDER THE OTHER CREDIT DOCUMENTS AT ANY TIME BY
GIVING 5 BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT.
SUCH
RESIGNATION SHALL TAKE EFFECT ON THE 5TH BUSINESS DAY AFTER THE RESPECTIVE
NOTICE IS GIVEN TO THE ADMINISTRATIVE AGENT.
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(G)
UPON A RESIGNATION OF ANY AGENT PURSUANT TO
THIS SECTION 11.09, SUCH AGENT SHALL REMAIN INDEMNIFIED TO THE EXTENT PROVIDED
IN THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE PROVISIONS OF THIS
SECTION 11 SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF SUCH AGENT FOR ALL OF ITS
ACTIONS AND INACTIONS WHILE SERVING AS AN AGENT.
11.10
COLLATERAL MATTERS.
(A)
EACH LENDER AUTHORIZES AND DIRECTS THE
COLLATERAL AGENT TO ENTER INTO THE SECURITY DOCUMENTS FOR THE BENEFIT OF THE
LENDERS AND THE OTHER SECURED CREDITORS.
EACH LENDER HEREBY AGREES, AND EACH
HOLDER OF ANY NOTE OR PARTICIPANT IN LETTERS OF CREDIT BY THE ACCEPTANCE THEREOF
WILL BE DEEMED TO AGREE, THAT, EXCEPT AS OTHERWISE SET FORTH HEREIN, ANY ACTION
TAKEN BY THE REQUIRED LENDERS IN ACCORDANCE WITH THE PROVISIONS OF THIS
AGREEMENT OR THE SECURITY DOCUMENTS, AND THE EXERCISE BY THE REQUIRED 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.
THE COLLATERAL AGENT IS HEREBY AUTHORIZED BY AND ON BEHALF OF ALL OF
THE SECURED CREDITORS, WITHOUT THE NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT
FROM ANY SECURED CREDITOR, FROM TIME TO TIME PRIOR TO AN EVENT OF DEFAULT, TO
TAKE ANY ACTION WITH RESPECT TO ANY COLLATERAL OR SECURITY DOCUMENTS WHICH MAY
BE NECESSARY TO PERFECT AND MAINTAIN PERFECTED THE SECURITY INTEREST IN AND
LIENS UPON THE COLLATERAL GRANTED PURSUANT TO THE SECURITY DOCUMENTS.
(b)
The Lenders hereby authorize the Collateral
Agent, at its option and in its discretion, to release any Lien granted to or
held by the Collateral Agent upon any Collateral (i) upon termination of the
Commitments and payment and satisfaction of all of the Obligations at any time
arising under or in respect of this Agreement or the Credit Documents or the
transactions contemplated hereby or thereby (other than those arising from
indemnities for which no claim has been made), (ii) constituting property being
sold or disposed of (to Persons other than Holdings and its Subsidiaries) upon
the sale thereof in compliance with, or as otherwise permitted in connection
with a transaction permitted under, Section 8.02 or (iii) if approved,
authorized or ratified in writing by the Required Lenders (or all Lenders, if
such release is required to be approved by all of the Lenders hereunder).
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 11.10.