BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS AGENT UNDER THIS AGREEMENT.
IF NO SUCCESSOR AGENT HAS ACCEPTED
APPOINTMENT AS AGENT BY THE DATE WHICH IS THIRTY (30) DAYS FOLLOWING A RETIRING
AGENT'S NOTICE OF RESIGNATION (OR, IF LATER, TEN (10) DAYS AFTER THE DATE UPON
WHICH THE AGENT DESIGNATES A SUCCESSOR AGENT), THE RETIRING AGENT'S RESIGNATION
SHALL NEVERTHELESS THEREUPON BECOME EFFECTIVE AND THE LENDERS SHALL PERFORM ALL
OF THE DUTIES OF THE AGENT HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE REQUIRED
LENDERS APPOINT A SUCCESSOR AGENT AS PROVIDED FOR ABOVE.
8.10
COLLATERAL MATTERS.
(A)
THE AGENT IS AUTHORIZED (BUT NOT REQUIRED)
ON BEHALF OF ALL THE LENDERS, WITHOUT THE NECESSITY OF ANY NOTICE TO OR FURTHER
CONSENT FROM THE LENDERS, FROM TIME TO TIME TO TAKE ANY ACTION WITH RESPECT TO
ANY COLLATERAL OR THE COLLATERAL DOCUMENTS WHICH MAY BE NECESSARY TO PERFECT AND
MAINTAIN PERFECTED THE SECURITY INTEREST IN AND LIENS UPON THE COLLATERAL
GRANTED PURSUANT TO THE COLLATERAL DOCUMENTS.
(B)
THE LENDERS IRREVOCABLY AUTHORIZE THE AGENT,
AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY LIEN GRANTED TO OR HELD BY
THE AGENT UPON ANY COLLATERAL:
(I)
UPON TERMINATION OF THE COMMITMENTS AND
PAYMENT IN FULL OF ALL LOANS AND ALL OTHER OBLIGATIONS THEN PAYABLE UNDER THIS
AGREEMENT AND UNDER ANY OTHER LOAN DOCUMENT;
(II)
CONSTITUTING PROPERTY SOLD OR TO BE SOLD
OR DISPOSED OF AS PART OF OR IN CONNECTION WITH ANY DISPOSITION PERMITTED
HEREUNDER;
(III)
CONSISTING OF AN INSTRUMENT EVIDENCING
INDEBTEDNESS OR OF ANY OTHER DEBT INSTRUMENT, IF THE INDEBTEDNESS EVIDENCED
THEREBY HAS BEEN PAID IN FULL; OR
58
(IV)
IF APPROVED, AUTHORIZED OR RATIFIED IN WRITING
BY THE REQUIRED LENDERS OR ALL THE LENDERS, AS THE CASE MAY BE, AS PROVIDED IN
SUBSECTION 9.1(F).
Upon request by the Agent at any time, the Lenders will confirm in writing the
Agent's authority to release particular types or items of Collateral pursuant to
this subsection 8.10(b).
(C)
EACH LENDER AGREES WITH AND IN FAVOR OF
EACH OTHER LENDER (WHICH AGREEMENT SHALL NOT BE FOR THE BENEFIT OF THE BORROWER
OR ANY OF ITS SUBSIDIARIES) THAT THE BORROWER'S OBLIGATION TO SUCH LENDER UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE EQUALLY AND RATABLY SECURED
BY ANY REAL PROPERTY AND/OR OTHER COLLATERAL NOW OR HEREAFTER SECURING ANY
OBLIGATIONS OF THE BORROWER OR ANY OF ITS SUBSIDIARIES TO SUCH LENDER, WHETHER
OR NOT THE SAME CONSTITUTES COLLATERAL HEREUNDER.
ARTICLE IX - MISCELLANEOUS
9.1
AMENDMENTS AND WAIVERS.
NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO
CONSENT WITH RESPECT TO ANY DEPARTURE BY THE BORROWER THEREFROM, SHALL BE
EFFECTIVE UNLESS THE SAME SHALL BE IN WRITING AND SIGNED BY THE REQUIRED
LENDERS, THE BORROWER AND ACKNOWLEDGED BY THE AGENT, AND THEN SUCH WAIVER SHALL
BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR
WHICH GIVEN; PROVIDED, HOWEVER, THAT NO SUCH WAIVER, AMENDMENT, OR CONSENT
SHALL,