AGENT
UNTIL SUCH TIME, IF ANY, AS REQUISITE LENDERS, UPON RECEIPT OF BORROWER'S PRIOR
WRITTEN CONSENT (IF REQUIRED UNDER THE FIRST SENTENCE OF THIS PARAGRAPH), WHICH
SHALL NOT BE UNREASONABLY WITHHELD, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT AS
PROVIDED ABOVE.
(III)
SUCCESSOR ADMINISTRATIVE AGENT.
UPON THE ACCEPTANCE OF ANY
APPOINTMENT AS ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS BY A SUCCESSOR
ADMINISTRATIVE AGENT, SUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL THEREUPON
SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES
OF THE RETIRING ADMINISTRATIVE AGENT, AND THE RETIRING ADMINISTRATIVE AGENT
SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION AS ADMINISTRATIVE AGENT
UNDER THE LOAN DOCUMENTS, THE PROVISIONS OF THIS SUBSECTION 8.2 SHALL INURE TO
ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS
ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS.
(I)
COLLATERAL MATTERS.
(I)
RELEASE OF COLLATERAL.
LENDERS HEREBY IRREVOCABLY AUTHORIZE
ADMINISTRATIVE AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY LIEN
GRANTED TO OR HELD BY ADMINISTRATIVE AGENT UPON ANY PROPERTY COVERED BY THE
SECURITY DOCUMENTS (1) UPON TERMINATION OF THE LOAN COMMITMENTS AND PAYMENT IN
CASH AND SATISFACTION OF ALL OBLIGATIONS (OTHER THAN INDEMNIFICATION OR EXPENSE
REIMBURSEMENT OBLIGATIONS NOT THEN DUE AND PAYABLE); (2) CONSTITUTING PROPERTY
BEING SOLD OR DISPOSED OF IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT IF
BORROWER CERTIFIES TO ADMINISTRATIVE AGENT IN WRITING THAT THE SALE OR
DISPOSITION IS MADE IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (AND ADMINISTRATIVE AGENT MAY RELY IN GOOD FAITH
CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT FURTHER INQUIRY); (3) CONSTITUTING
PROPERTY LEASED TO A LOAN PARTY UNDER A LEASE WHICH HAS EXPIRED OR BEEN
TERMINATED IN A TRANSACTION PERMITTED UNDER THIS AGREEMENT OR IS ABOUT TO EXPIRE
AND WHICH HAS NOT BEEN, AND IS NOT INTENDED BY SUCH LOAN PARTY TO BE, RENEWED OR
EXTENDED; OR (4) OWNED BY A GUARANTOR UPON RELEASE OF SUCH GUARANTOR FROM ITS
OBLIGATIONS UNDER ANY LOAN DOCUMENT IF SUCH PERSON CEASES TO BE A GUARANTOR AS A
RESULT OF A TRANSACTION PERMITTED HEREUNDER.
IN ADDITION, ADMINISTRATIVE AGENT,
WITH THE CONSENT OF REQUISITE LENDERS, MAY RELEASE OR COMPROMISE ANY COLLATERAL
AND THE PROCEEDS THEREOF CONSTITUTING LESS THAN ALL OR SUBSTANTIALLY ALL OF THE
COLLATERAL.
(II)
CONFIRMATION OF AUTHORITY; EXECUTION OF RELEASES.
WITHOUT IN ANY
MANNER LIMITING ADMINISTRATIVE AGENT'S AUTHORITY TO ACT WITHOUT ANY SPECIFIC OR
FURTHER AUTHORIZATION OR CONSENT BY LENDERS (AS SET FORTH IN SUBSECTION
8.2(I)(I)), EACH LENDER AGREES TO CONFIRM IN WRITING, UPON REQUEST BY
ADMINISTRATIVE AGENT OR BORROWER, THE AUTHORITY TO RELEASE ANY PROPERTY COVERED
BY THE SECURITY DOCUMENTS CONFERRED UPON
74
ADMINISTRATIVE AGENT UNDER CLAUSES (2) THROUGH (4) OF THE FIRST SENTENCE OF
SUBSECTION 8.2(I)(I).
UPON RECEIPT BY ADMINISTRATIVE AGENT OF CONFIRMATION FROM
EACH LENDER OF ITS AUTHORITY TO RELEASE OR COMPROMISE ANY PARTICULAR ITEM OR
TYPES OF PROPERTY COVERED BY THE SECURITY DOCUMENTS UNDER SUBSECTION 8.2(I)(I),
AND UPON AT LEAST 10 BUSINESS DAYS'