AGENT AS SUCCESSOR AGENT OR REVOLVING FACILITY AGENT IN ACCORDANCE WITH
THE REVOLVING FACILITY DOCUMENTS, SOLELY FOR THE PURPOSE OF MAINTAINING
PERFECTION OF OR PERFECTING THE SECURITY INTEREST GRANTED UNDER THE REVOLVING
FACILITY SECURITY DOCUMENTS UNLESS AND UNTIL SUCH POSSESSION OR CONTROL HAS BEEN
EFFECTIVELY TRANSFERRED TO THE NEW AGENT.
THE EXISTING AGENT FURTHER AGREES TO
TAKE ALL OTHER ACTIONS REASONABLY REQUESTED BY THE NEW AGENT TO FACILITATE THE
TRANSFER OF INFORMATION TO THE NEW AGENT, AS SUCCESSOR AGENT AND REVOLVING
FACILITY AGENT, IN CONNECTION WITH THE EXISTING REVOLVING FACILITY DOCUMENTS.
(B)
THE EXISTING AGENT HEREBY AGREES TO EXECUTE AND DELIVER SUCH
DOCUMENTS AND TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY REQUESTED BY THE NEW
AGENT FROM TIME TO TIME TO ASSIGN OR TRANSFER ANY REVOLVING FACILITY COLLATERAL
TO THE NEW AGENT, OR TO MAINTAIN THE VALIDITY, PERFECTION AND PRIORITY OF THE
LIENS ON THE REVOLVING FACILITY COLLATERAL IN FAVOR OF THE NEW AGENT, AND
CONSENTS TO THE FILING OR RECORDING OR ANY DOCUMENTS IN FURTHERANCE OF SUCH
PURPOSES, INCLUDING, WITHOUT LIMITATION, (I) THE EXECUTION AND DELIVERY OF
AMENDMENTS TO THE REVOLVING FACILITY MORTGAGES AND THE RECORDING THEREOF,
(II) THE ASSIGNMENT OF THE UNIFORM COMMERCIAL CODE FINANCING STATEMENTS LISTED
ON EXHIBIT A HERETO (INCLUDING ANY AMENDMENTS TO SUCH FINANCING STATEMENTS) AND
(III) ANY FILING WITH THE PATENT AND TRADEMARK OFFICE OR COPYRIGHT OFFICE OF THE
UNITED STATES.
(C)
IN FURTHERANCE OF THE FOREGOING PARAGRAPHS (A) AND (B), IT IS
UNDERSTOOD AND AGREED THAT THE EXISTING AGENT SHALL NOT BE REQUIRED TO TAKE ANY
ACTION OR EXERCISE ANY RIGHT, POWER OR PRIVILEGE (INCLUDING, WITHOUT LIMITATION,
THE EXERCISE OF ANY RIGHTS OR REMEDIES) UNDER THE
3
REVOLVING FACILITY DOCUMENTS UNLESS EXPRESSLY REQUESTED IN WRITING BY THE NEW
AGENT OR OTHERWISE REQUIRED BY THE REVOLVING FACILITY DOCUMENTS AND THAT THE
EXISTING AGENT WILL TAKE SUCH ACTIONS AND EXERCISE SUCH RIGHTS, POWERS AND
PRIVILEGES AT THE COMPANY'S OR THE REVOLVING FACILITY LENDERS' SOLE EXPENSE (IN
ACCORDANCE WITH ARTICLE VIII AND SECTION 9.03 OF THE REVOLVING FACILITY CREDIT
AGREEMENT).
THE EXISTING AGENT SHALL BE ENTITLED TO RELY UPON, AND SHALL NOT
INCUR ANY LIABILITY FOR RELYING UPON, ANY NOTICE, REQUEST, CERTIFICATE, CONSENT,
STATEMENT, INSTRUMENT, DOCUMENT OR OTHER WRITING BELIEVED BY IT TO BE GENUINE
AND TO HAVE BEEN SIGNED OR SENT BY THE PROPER PERSON.
THE EXISTING AGENT MAY
ALSO RELY UPON ANY STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND BELIEVED IN
GOOD FAITH BY IT TO HAVE BEEN MADE BY THE PROPER PERSON, AND SHALL NOT INCUR ANY
LIABILITY FOR RELYING THEREON.
THE EXISTING AGENT MAY CONSULT WITH LEGAL
COUNSEL (WHO MAY BE COUNSEL FOR HOLDINGS OR THE COMPANY), INDEPENDENT
ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT, AND SHALL NOT BE LIABLE FOR ANY
ACTION TAKEN OR NOT TAKEN BY IT IN ACCORDANCE WITH THE ADVICE OF ANY SUCH
COUNSEL, ACCOUNTANTS OR EXPERTS.
SECTION 7.
EFFECT OF SUBSTITUTION AND ASSIGNMENT.
FROM AND AFTER
THE EFFECTIVE TIME, (A) THE EXISTING AGENT SHALL BE RELEASED AND DISCHARGED FROM
ANY FURTHER DUTIES AND