ACCEPTANCE OF ANY APPOINTMENT AS
AGENT UNDER THE LOAN DOCUMENTS BY A SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL
THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES
AND DUTIES OF THE RETIRING AGENT, AND THE RETIRING OR REMOVED AGENT SHALL BE
DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
AFTER ANY
RETIRING OR REMOVED AGENT'S RESIGNATION OR REMOVAL AS AGENT, THE PROVISIONS OF
THIS SECTION 8.2 SHALL CONTINUE TO INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN
OR OMITTED TO BE TAKEN BY IT IN ITS CAPACITY AS AGENT.
(IV)
SWING LINE LENDER AND L/C ISSUERS.
IN ADDITION TO THE
FOREGOING, IF A REVOLVING LENDER BECOMES, AND DURING THE PERIOD IT REMAINS, A
DEFAULTING LENDER, AND IF THE LC EXPOSURE AND SWING LINE EXPOSURE OF SUCH
DEFAULTING LENDER HAS NOT BEEN REALLOCATED, CASH COLLATERALIZED OR ASSIGNED IN
EACH CASE PURSUANT TO SECTION 8.5(D)(II), THEN ANY L/C ISSUER AND THE SWING LINE
LENDER MAY, UPON PRIOR WRITTEN NOTICE TO THE BORROWER AND THE AGENT, RESIGN AS
L/C ISSUER OR AS SWING LINE LENDER, AS THE CASE MAY BE, EFFECTIVE AT THE CLOSE
OF BUSINESS (NEW YORK TIME) ON A DATE SPECIFIED IN SUCH NOTICE (WHICH DATE MAY
NOT BE LESS THAN FIVE BUSINESS DAYS AFTER THE DATE OF SUCH NOTICE).
(M)
COLLATERAL MATTERS.
(I)
RELEASE OF COLLATERAL AND RELATED GUARANTIES.
SECURED PARTIES
HEREBY IRREVOCABLY AUTHORIZE AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO
RELEASE ANY LIEN GRANTED TO OR HELD BY AGENT UPON ANY COLLATERAL (W) UPON
TERMINATION OF THE COMMITMENTS AND PAYMENT AND SATISFACTION OF ALL OBLIGATIONS
(OTHER THAN CONTINGENT INDEMNIFICATION OBLIGATIONS TO THE EXTENT NO CLAIMS
GIVING RISE THERETO HAVE BEEN ASSERTED), (X) CONSTITUTING PROPERTY BEING SOLD OR
DISPOSED OF IF BORROWER CERTIFIES TO AGENT THAT THE SALE OR DISPOSITION IS MADE
IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT (AND AGENT MAY RELY IN GOOD
FAITH CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT FURTHER INQUIRY), (Y) IN
ACCORDANCE WITH SECTION 3.2(D) OR (Z) IN ACCORDANCE WITH THE PROVISIONS OF THE
NEXT SENTENCE.
IN ADDITION, WITH THE CONSENT OF REQUISITE LENDERS (OR ALL
LENDERS TO THE EXTENT REQUIRED BY SECTION 9.2), AGENT MAY RELEASE ANY LIEN
GRANTED TO OR HELD BY AGENT UPON ANY COLLATERAL.
SECURED PARTIES HEREBY
IRREVOCABLY AUTHORIZE AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY
SUBSIDIARY FROM THE SUBSIDIARY GUARANTY UPON THE SALE OF ALL STOCK OF SUCH
SUBSIDIARY TO A PERSON THAT IS NOT AN AFFILIATE OF HOLDINGS IN A DISPOSITION
PERMITTED HEREUNDER OR OTHERWISE APPROVED BY THE REQUISITE LENDERS.
(II)
CONFIRMATION OF AUTHORITY; EXECUTION OF RELEASES.
WITHOUT IN
ANY MANNER LIMITING AGENT'S AUTHORITY TO ACT WITHOUT ANY SPECIFIC OR FURTHER
AUTHORIZATION OR CONSENT BY LENDERS (AS SET FORTH IN SECTION 8.2(M)(I)), EACH
LENDER AGREES TO CONFIRM IN WRITING, UPON REQUEST BY AGENT OR BORROWER, THE
AUTHORITY TO RELEASE ANY COLLATERAL CONFERRED UPON AGENT UNDER CLAUSES (X) AND
(Y) OF SECTION 8.2(M)(I).
UPON RECEIPT BY AGENT OF ANY REQUIRED CONFIRMATION
FROM THE REQUISITE LENDERS OF ITS