OR ITS AFFILIATES (INCLUDING
INFORMATION THAT MAY BE SUBJECT TO CONFIDENTIALITY OBLIGATIONS IN FAVOR OF THE
COMPANY OR SUCH AFFILIATE) AND ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT SHALL
BE UNDER NO OBLIGATION TO PROVIDE SUCH INFORMATION TO THEM.
WITH RESPECT TO
THEIR LOANS (IF ANY), PVBT AND ITS AFFILIATES SHALL HAVE THE SAME RIGHTS AND
POWERS UNDER THIS AGREEMENT AS ANY OTHER LENDER AND MAY EXERCISE THE SAME AS
THOUGH PVBT WERE NOT THE ADMINISTRATIVE AGENT, AND THE TERMS "LENDER" AND
"LENDERS" INCLUDE PVBT AND ITS AFFILIATES, TO THE EXTENT APPLICABLE, IN THEIR
INDIVIDUAL CAPACITIES.
14.10
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY RESIGN
AS ADMINISTRATIVE AGENT UPON 30 DAYS' NOTICE TO THE LENDERS.
IF THE
ADMINISTRATIVE AGENT RESIGNS UNDER THIS AGREEMENT, THE REQUIRED LENDERS SHALL,
WITH (SO LONG AS NO EVENT OF DEFAULT EXISTS) THE CONSENT OF THE COMPANY (WHICH
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED), APPOINT FROM AMONG THE LENDERS A
SUCCESSOR AGENT FOR THE LENDERS.
IF NO SUCCESSOR AGENT IS APPOINTED PRIOR TO
THE EFFECTIVE DATE OF THE RESIGNATION OF THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT MAY
64
APPOINT, AFTER CONSULTING WITH THE LENDERS AND THE COMPANY, A SUCCESSOR AGENT
FROM AMONG THE LENDERS.
UPON THE ACCEPTANCE OF ITS APPOINTMENT AS SUCCESSOR
AGENT HEREUNDER, SUCH SUCCESSOR AGENT SHALL SUCCEED TO ALL THE RIGHTS, POWERS
AND DUTIES OF THE RETIRING ADMINISTRATIVE AGENT AND THE TERM "ADMINISTRATIVE
AGENT" SHALL MEAN SUCH SUCCESSOR AGENT, AND THE RETIRING ADMINISTRATIVE AGENT'S
APPOINTMENT, POWERS AND DUTIES AS ADMINISTRATIVE AGENT SHALL BE TERMINATED.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION HEREUNDER AS
ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS SECTION 14 AND SECTIONS 15.5 AND
15.17 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN
BY IT WHILE IT WAS ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.
IF NO SUCCESSOR
AGENT HAS ACCEPTED APPOINTMENT AS ADMINISTRATIVE AGENT BY THE DATE WHICH IS 30
DAYS FOLLOWING A RETIRING ADMINISTRATIVE AGENT'S NOTICE OF RESIGNATION, THE
RETIRING ADMINISTRATIVE AGENT'S RESIGNATION SHALL NEVERTHELESS THEREUPON BECOME
EFFECTIVE AND THE LENDERS SHALL PERFORM ALL OF THE DUTIES OF THE ADMINISTRATIVE
AGENT HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE REQUIRED LENDERS APPOINT A
SUCCESSOR AGENT AS PROVIDED FOR ABOVE.
14.11
COLLATERAL MATTERS.
THE LENDERS IRREVOCABLY AUTHORIZE THE
ADMINISTRATIVE AGENT, AT ITS OPTION AND IN ITS DISCRETION, (A) TO RELEASE ANY
LIEN GRANTED TO OR HELD BY THE ADMINISTRATIVE AGENT UNDER ANY COLLATERAL
DOCUMENT (I) UPON TERMINATION OF THE COMMITMENTS AND PAYMENT IN FULL OF ALL
LOANS AND ALL OTHER OBLIGATIONS OF THE COMPANY HEREUNDER (OTHER THAN ANY
OBLIGATION ARISING SOLELY FROM ANY BANK PRODUCT AGREEMENT OR CONTINGENT
INDEMNIFICATION OBLIGATIONS TO THE EXTENT NO CLAIM GIVING RISE THERETO HAS BEEN
ASSERTED) AND THE EXPIRATION OR TERMINATION OF ALL LETTERS OF CREDIT (OR CASH
COLLATERALIZATION OF ALL SUCH LETTERS OF CREDIT); (II) CONSTITUTING PROPERTY
SOLD OR TO BE SOLD OR DISPOSED OF AS PART OF OR IN CONNECTION WITH ANY
DISPOSITION PERMITTED HEREUNDER; OR (III) SUBJECT TO SECTION 15.1, IF APPROVED,
AUTHORIZED OR RATIFIED IN WRITING BY THE REQUIRED