ACTION, BUT SHALL
BE REQUIRED TO ACT OR TO REFRAIN FROM ACTING (AND SHALL BE FULLY PROTECTED IN SO
ACTING OR REFRAINING FROM ACTING) UPON THE INSTRUCTIONS OF AT LEAST 60% OF THE
AGGREGATE PRINCIPAL AMOUNT OF THE THEN OUTSTANDING NOTES (THE "REQUIRED
HOLDERS"), AND SUCH INSTRUCTIONS SHALL BE BINDING UPON ALL HOLDERS OF NOTES;
PROVIDED, HOWEVER, THAT THE COLLATERAL AGENT SHALL NOT BE REQUIRED TO TAKE ANY
ACTION WHICH, IN THE REASONABLE OPINION OF THE AGENT, EXPOSES THE AGENT TO
LIABILITY OR WHICH IS CONTRARY TO THIS AGREEMENT OR ANY OTHER TRANSACTION
DOCUMENT OR APPLICABLE LAW.
THE COLLATERAL AGENT SHALL BE ENTITLED TO RELY UPON
ANY WRITTEN NOTICES, STATEMENTS, CERTIFICATES, ORDERS OR OTHER DOCUMENTS OR ANY
TELEPHONE MESSAGE BELIEVED BY IT IN GOOD FAITH TO BE GENUINE AND CORRECT AND TO
HAVE BEEN SIGNED, SENT OR MADE BY THE PROPER PERSON, AND WITH RESPECT TO ALL
MATTERS PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER TRANSACTION DOCUMENTS
AND ITS DUTIES HEREUNDER OR THEREUNDER, UPON ADVICE OF COUNSEL SELECTED BY IT.
(Q)
SUCCESSOR COLLATERAL AGENT.
(I)
THE COLLATERAL AGENT MAY RESIGN
FROM THE PERFORMANCE OF ALL ITS FUNCTIONS AND DUTIES HEREUNDER AND UNDER THE
OTHER TRANSACTION DOCUMENTS AT ANY TIME BY GIVING AT LEAST THIRTY (30) BUSINESS
DAYS' PRIOR WRITTEN NOTICE TO THE COMPANY AND EACH HOLDER OF NOTES.
SUCH
RESIGNATION SHALL TAKE EFFECT UPON THE ACCEPTANCE BY A SUCCESSOR COLLATERAL
AGENT OF APPOINTMENT PURSUANT TO CLAUSES (II) AND (III) BELOW OR AS OTHERWISE
PROVIDED BELOW.
(II)
UPON ANY SUCH NOTICE OF
RESIGNATION, THE REQUIRED HOLDERS OF THE NOTES THEN OUTSTANDING SHALL APPOINT A
SUCCESSOR COLLATERAL AGENT.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS
COLLATERAL AGENT HEREUNDER BY A SUCCESSOR AGENT, SUCH SUCCESSOR COLLATERAL AGENT
SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS,
PRIVILEGES AND DUTIES OF THE COLLATERAL AGENT, AND THE COLLATERAL AGENT SHALL BE
DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS.
AFTER THE COLLATERAL AGENT'S RESIGNATION HEREUNDER AS
THE COLLATERAL AGENT, THE PROVISIONS OF THIS SECTION 4(S) SHALL INURE TO ITS
BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS THE
COLLATERAL AGENT UNDER THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
27
(III)
IF A SUCCESSOR COLLATERAL AGENT
SHALL NOT HAVE BEEN SO APPOINTED WITHIN SAID THIRTY (30) BUSINESS DAY PERIOD,
THE COLLATERAL AGENT SHALL THEN APPOINT A SUCCESSOR COLLATERAL AGENT WHO SHALL
SERVE AS THE COLLATERAL AGENT UNTIL SUCH TIME, IF ANY, AS THE REQUIRED HOLDERS
OF THE NOTES THEN OUTSTANDING APPOINT A SUCCESSOR COLLATERAL AGENT AS PROVIDED
ABOVE.
(R)
PUBLIC INFORMATION.
AT ANY TIME DURING
THE PERIOD COMMENCING ON THE SIX (6) MONTH ANNIVERSARY OF THE CLOSING DATE AND
ENDING AT SUCH TIME THAT ALL OF THE SECURITIES CAN BE SOLD WITHOUT THE
REQUIREMENT TO BE IN COMPLIANCE WITH RULE 144(C)(1) AND OTHERWISE WITHOUT
RESTRICTION OR LIMITATION PURSUANT TO RULE 144(C), INCLUDING, IF APPLICABLE,
RULE 144(I), IF A REGISTRATION STATEMENT IS NOT AVAILABLE FOR THE RESALE