SECTION 10.10,
SUCH AGENT SHALL REMAIN INDEMNIFIED TO THE EXTENT PROVIDED IN THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS AND THE PROVISIONS OF THIS SECTION 10 SHALL CONTINUE
IN EFFECT FOR THE BENEFIT OF SUCH AGENT FOR ALL OF ITS ACTIONS AND INACTIONS
WHILE SERVING AS SUCH AGENT.
10.11
COLLATERAL MATTERS.
(A)
EACH LENDER AUTHORIZES AND DIRECTS THE
COLLATERAL AGENT TO ENTER INTO THE PLEDGE AGREEMENT 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 PLEDGE AGREEMENT, 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 ON BEHALF OF ALL OF THE
LENDERS, WITHOUT THE NECESSITY OF ANY NOTICE TO OR FURTHER CONSENT FROM ANY
LENDER, FROM TIME TO TIME PRIOR TO AN EVENT OF DEFAULT, TO TAKE ANY ACTION WITH
RESPECT TO ANY COLLATERAL OR THE PLEDGE AGREEMENT WHICH MAY BE NECESSARY TO
PERFECT AND MAINTAIN PERFECTED THE SECURITY INTEREST IN AND LIENS UPON THE
COLLATERAL GRANTED PURSUANT TO THE PLEDGE AGREEMENT.
(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, (II) CONSTITUTING PROPERTY BEING SOLD OR
OTHERWISE DISPOSED OF (TO PERSONS OTHER THAN THE BORROWER AND ITS SUBSIDIARIES)
UPON THE SALE OR OTHER DISPOSITION THEREOF IN COMPLIANCE WITH SECTIONS 7.02 AND
11.12(A), (III) IF APPROVED, AUTHORIZED OR RATIFIED IN WRITING BY THE REQUIRED
LENDERS (OR ALL OF THE LENDERS HEREUNDER, TO THE EXTENT REQUIRED BY SECTION
11.12) OR (IV) AS OTHERWISE MAY BE EXPRESSLY PROVIDED IN THE PLEDGE
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AGREEMENT.
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 10.11.
(C)
THE COLLATERAL AGENT SHALL HAVE NO OBLIGATION WHATSOEVER TO THE
LENDERS OR TO ANY OTHER PERSON TO ASSURE THAT THE COLLATERAL EXISTS OR IS OWNED
BY THE BORROWER OR ANY OF ITS SUBSIDIARIES OR IS CARED FOR, PROTECTED OR INSURED
OR THAT THE LIENS GRANTED TO THE COLLATERAL AGENT HEREIN OR PURSUANT HERETO HAVE
BEEN PROPERLY OR SUFFICIENTLY OR LAWFULLY CREATED, PERFECTED, PROTECTED OR
ENFORCED OR ARE ENTITLED TO ANY PARTICULAR PRIORITY, OR TO EXERCISE OR TO
CONTINUE EXERCISING AT ALL OR IN ANY MANNER OR UNDER ANY DUTY OF CARE,
DISCLOSURE OR