in the best interests of Lenders.
(H)
Successor Agent.
(1)
RESIGNATION. ADMINISTRATIVE AGENT
MAY RESIGN FROM THE PERFORMANCE OF ALL ITS AGENCY FUNCTIONS AND DUTIES HEREUNDER
AT ANY TIME BY GIVING AT LEAST 30 BUSINESS DAYS' PRIOR WRITTEN NOTICE TO
BORROWER AND LENDERS. SUCH RESIGNATION SHALL TAKE EFFECT UPON THE ACCEPTANCE BY
A SUCCESSOR AGENT OF APPOINTMENT PURSUANT TO CLAUSE (2) BELOW OR AS OTHERWISE
PROVIDED BELOW.
(2)
APPOINTMENT OF SUCCESSOR. UPON ANY SUCH
NOTICE OF RESIGNATION PURSUANT TO CLAUSE (1) ABOVE, REQUISITE LENDERS SHALL (AND
IF NO EVENT OF DEFAULT OR DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, UPON
RECEIPT OF BORROWER'S COLLECTIVE PRIOR CONSENT, WHICH SHALL NOT BE UNREASONABLY
WITHHELD), APPOINT A SUCCESSOR AGENT FROM AMONG LENDERS OR ANOTHER FINANCIAL
INSTITUTION. IF A SUCCESSOR AGENT SHALL NOT HAVE BEEN SO APPOINTED WITHIN THE 30
BUSINESS DAY PERIOD REFERRED TO IN SUBSECTION 8(H)(1) ABOVE, THE RETIRING AGENT,
UPON NOTICE TO BORROWER, SHALL THEN APPOINT A SUCCESSOR AGENT FROM AMONG LENDERS
WHO SHALL SERVE AS AGENT UNTIL SUCH TIME, IF ANY, AS REQUISITE LENDERS, UPON
RECEIPT OF BORROWER'S COLLECTIVE PRIOR WRITTEN CONSENT (IF REQUIRED UNDER THE
FIRST SENTENCE OF THIS PARAGRAPH), WHICH SHALL NOT BE UNREASONABLY WITHHELD,
APPOINT A SUCCESSOR AGENT AS PROVIDED ABOVE.
(3)
SUCCESSOR AGENT. UPON THE 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
AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN
DOCUMENTS. AFTER ANY RETIRING AGENT'S RESIGNATION AS 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 AGENT UNDER THE
LOAN DOCUMENTS.
(I)
Collateral Matters.
(1)
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 IT UPON ANY PROPERTY COVERED BY THE
SECURITY DOCUMENTS (I) UPON TERMINATION OF THE LOAN COMMITMENTS AND INDEFEASIBLE
PAYMENT AND SATISFACTION OF ALL OBLIGATIONS (OTHER THAN CONTINGENT
INDEMNIFICATION OR EXPENSE REIMBURSEMENT OBLIGATIONS NOT THEN DUE AND PAYABLE);
(II) 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); OR (III) CONSTITUTING PROPERTY LEASED TO BORROWER 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 BORROWER TO
BE, RENEWED OR EXTENDED. IN ADDITION, ADMINISTRATIVE AGENT, WITH THE CONSENT OF
54
REQUISITE LENDERS, MAY RELEASE OR COMPROMISE ANY COLLATERAL AND THE PROCEEDS
THEREOF CONSTITUTING LESS THAN ALL OR