SUCCESSOR REPRESENTATIVE 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 ARTICLE VIII AND SECTIONS 9.4 AND
9.10 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
REPRESENTATIVE HAS ACCEPTED APPOINTMENT AS ADMINISTRATIVE AGENT BY THE DATE
WHICH IS THIRTY (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 MAJORITY
LENDERS APPOINT A SUCCESSOR REPRESENTATIVE AS PROVIDED FOR ABOVE.
UPON
RESIGNATION, THE ADMINISTRATIVE AGENT SHALL EXECUTE AND DELIVER SUCH ASSIGNMENTS
AND TAKE SUCH OTHER ACTIONS AS THE LENDERS SHALL REASONABLY REQUEST IN ORDER TO
TRANSFER AND ASSIGN ITS RIGHTS AND INTERESTS UNDER THE COLLATERAL DOCUMENTS TO
THE LENDERS OR ANY SUCCESSOR REPRESENTATIVE APPOINTED BY THE LENDERS; PROVIDED
THAT ANY COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT IN TAKING SUCH
ACTIONS SHALL BE REIMBURSED IN ACCORDANCE WITH SECTION 9.4(A).
SECTION 8.10.
COLLATERAL MATTERS; RELEASE OF COLLATERAL.
(A)
THE ADMINISTRATIVE AGENT IS AUTHORIZED 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 ADMINISTRATIVE AGENT, AND
THE ADMINISTRATIVE AGENT HEREBY AGREES UPON THE REQUEST OF THE BORROWER, TO
RELEASE ANY LIEN GRANTED TO OR HELD BY THE ADMINISTRATIVE AGENT UPON ANY
COLLATERAL (I) UPON TERMINATION OF THE COMMITMENTS AND PAYMENT IN FULL OF ALL
LOANS AND ALL OTHER OBLIGATIONS (OR CASH COLLATERALIZATION OF ANY OUTSTANDING
LETTERS OF CREDIT IN A MANNER ACCEPTABLE TO THE APPLICABLE ISSUING LENDER)
PAYABLE UNDER THIS AGREEMENT AND UNDER ANY OTHER LOAN DOCUMENT (OTHER THAN
CONTINGENT OBLIGATIONS FOR WHICH NO CLAIM HAS BEEN, OR IS REASONABLY EXPECTED TO
BE, MADE); (II) CONSTITUTING PROPERTY SOLD OR TO BE SOLD OR DISPOSED OF AS PART
OF OR IN CONNECTION WITH ANY
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DISPOSITION PERMITTED HEREUNDER; (III) CONSTITUTING PROPERTY IN WHICH NONE OF
THE LOAN PARTIES OWNED ANY INTEREST AT THE TIME THE LIEN WAS GRANTED OR AT ANY
TIME THEREAFTER; (IV) CONSTITUTING PROPERTY LEASED TO ANY 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; (V) CONSISTING OF AN INSTRUMENT
EVIDENCING DEBT OR OTHER DEBT INSTRUMENT, IF THE DEBT EVIDENCED THEREBY HAS BEEN
PAID IN FULL; (VI) IF REQUIRED BY THE INTERCREDITOR AGREEMENT; (VII) WITH
RESPECT TO WHICH (A)