IF A DEFAULT
OR AN EVENT OF DEFAULT THEN EXISTS), SHALL THEN APPOINT A SUCCESSOR
ADMINISTRATIVE AGENT WHO SHALL SERVE AS ADMINISTRATIVE AGENT HEREUNDER OR
THEREUNDER UNTIL SUCH TIME, IF ANY, AS THE REQUIRED LENDERS APPOINT A SUCCESSOR
ADMINISTRATIVE AGENT AS PROVIDED ABOVE.
(D)
IF NO SUCCESSOR ADMINISTRATIVE AGENT HAS BEEN APPOINTED PURSUANT
TO CLAUSE (B) OR (C) ABOVE BY THE 20TH BUSINESS DAY AFTER THE DATE SUCH NOTICE
OF RESIGNATION WAS GIVEN BY THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT'S
RESIGNATION SHALL BECOME EFFECTIVE AND THE REQUIRED LENDERS SHALL THEREAFTER
PERFORM ALL THE DUTIES OF THE ADMINISTRATIVE AGENT HEREUNDER AND/OR UNDER ANY
OTHER CREDIT DOCUMENT UNTIL SUCH TIME, IF ANY, AS THE REQUIRED LENDERS APPOINT A
SUCCESSOR ADMINISTRATIVE AGENT AS PROVIDED ABOVE.
(E)
UPON A RESIGNATION OF THE ADMINISTRATIVE AGENT PURSUANT TO THIS
SECTION 12.09, THE ADMINISTRATIVE AGENT SHALL REMAIN INDEMNIFIED TO THE EXTENT
PROVIDED IN THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE PROVISIONS OF
THIS SECTION 12 SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF THE ADMINISTRATIVE
AGENT FOR ALL OF ITS ACTIONS AND INACTIONS WHILE SERVING AS THE ADMINISTRATIVE
AGENT.
12.10.
COLLATERAL MATTERS.
(A)
EACH LENDER AUTHORIZES AND DIRECTS THE
COLLATERAL AGENT TO ENTER INTO THE SECURITY DOCUMENTS FOR THE BENEFIT OF THE
LENDERS AND THE OTHER SECURED CREDITORS.
EACH LENDER HEREBY AGREES, AND EACH
HOLDER OF ANY NOTE 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 SECURITY DOCUMENTS,
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
101
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 SECURITY DOCUMENTS WHICH MAY BE
NECESSARY TO PERFECT AND MAINTAIN PERFECTED THE SECURITY INTEREST IN AND LIENS
UPON THE COLLATERAL GRANTED PURSUANT TO THE SECURITY DOCUMENTS.
(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 (OTHER THAN INCHOATE INDEMNIFICATION
OBLIGATIONS) AT ANY TIME ARISING UNDER OR IN RESPECT OF THIS AGREEMENT OR THE
CREDIT DOCUMENTS, (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 SECTION 10.02, (III) IF APPROVED,
AUTHORIZED OR RATIFIED IN WRITING BY THE REQUIRED LENDERS (OR ALL OF THE LENDERS
HEREUNDER, TO THE EXTENT REQUIRED BY SECTION 13.12) OR (IV) AS OTHERWISE MAY BE
EXPRESSLY PROVIDED IN THE RELEVANT SECURITY DOCUMENTS.