REQUIRED LENDERS MAY REQUEST, IN ORDER TO CONTINUE THE PERFECTION OF THE LIENS
GRANTED OR PURPORTED TO BE GRANTED UNDER THE SECURITY DOCUMENTATION, SUCH
SUCCESSOR ADMINISTRATIVE AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE
RIGHTS, POWERS, DISCRETION, PRIVILEGES AND DUTIES OF THE RESIGNING
ADMINISTRATIVE AGENT, AND THE RESIGNATION OR TERMINATION OF ADMINISTRATIVE AGENT
SHALL THEN BE EFFECTIVE FOR ALL PURPOSES.
UPON THE EFFECTIVENESS OF THE
RESIGNATION OR TERMINATION OF ADMINISTRATIVE AGENT, THE RESIGNING OR TERMINATED
ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER
THE LOAN DOCUMENTS.
AFTER THE EFFECTIVENESS OF THE RESIGNATION OR TERMINATION
OF AN ADMINISTRATIVE AGENT, THE PROVISIONS OF SECTION 7.3 AND THIS ARTICLE IX
SHALL CONTINUE TO INURE TO THE FORMER ADMINISTRATIVE AGENT'S BENEFIT AS TO ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS ACTING AS ADMINISTRATIVE
AGENT UNDER THIS AGREEMENT.
SECTION 9.9.
SECURITY DOCUMENTATION.
(A)
ADMINISTRATIVE AGENT AS ADMINISTRATIVE
AGENT UNDER SECURITY DOCUMENTATION.
EACH LENDER HEREBY FURTHER AUTHORIZES
ADMINISTRATIVE AGENT, ON BEHALF OF AND FOR THE BENEFIT OF THE LENDERS, TO BE
ADMINISTRATIVE AGENT FOR AND REPRESENTATIVE OF THE LENDERS WITH RESPECT TO THE
COLLATERAL AND THE SECURITY DOCUMENTATION.
SUBJECT TO SECTION 10.1, WITHOUT
FURTHER WRITTEN CONSENT OR AUTHORIZATION FROM THE LENDERS, ADMINISTRATIVE AGENT
MAY EXECUTE ANY DOCUMENTS OR INSTRUMENTS NECESSARY TO RELEASE ANY LIEN
ENCUMBERING ANY ITEM OF COLLATERAL THAT IS THE SUBJECT
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OF A SALE OR OTHER DISPOSITION OF ASSETS PERMITTED HEREBY OR TO WHICH THE
LENDERS HAVE OTHERWISE CONSENTED IN THE MANNER PROVIDED HEREIN.
(B)
ADMINISTRATIVE AGENT'S RIGHT TO REALIZE ON
COLLATERAL.
ANYTHING CONTAINED IN ANY OF THE LOAN DOCUMENTS TO THE CONTRARY
NOTWITHSTANDING, THE BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER HEREBY AGREE
THAT (I) NO LENDER SHALL HAVE ANY RIGHT INDIVIDUALLY TO REALIZE UPON ANY OF THE
COLLATERAL, IT BEING UNDERSTOOD AND AGREED THAT ALL POWERS, RIGHTS AND REMEDIES
HEREUNDER MAY BE EXERCISED SOLELY BY ADMINISTRATIVE AGENT, ON BEHALF OF LENDERS
IN ACCORDANCE WITH THE TERMS HEREOF, AND (II) IN THE EVENT OF A FORECLOSURE BY
ADMINISTRATIVE AGENT ON ANY OF THE COLLATERAL PURSUANT TO A PUBLIC OR PRIVATE
SALE, ADMINISTRATIVE AGENT OR ANY LENDER MAY BE THE PURCHASER OF ANY OR ALL OF
SUCH COLLATERAL AT ANY SUCH SALE AND ADMINISTRATIVE AGENT, AS AGENT FOR AND
REPRESENTATIVE OF LENDERS (BUT NOT ANY LENDER OR LENDERS IN ITS OR THEIR
RESPECTIVE INDIVIDUAL CAPACITIES UNLESS THE REQUIRED LENDERS SHALL OTHERWISE
AGREE IN WRITING) SHALL BE ENTITLED, FOR THE PURPOSE OF BIDDING AND MAKING
SETTLEMENT OR PAYMENT OF THE PURCHASE PRICE FOR ALL OR ANY PORTION OF THE
COLLATERAL SOLD AT ANY SUCH PUBLIC SALE, TO USE AND APPLY ANY OF THE OBLIGATIONS
AS A CREDIT ON ACCOUNT OF THE PURCHASE PRICE FOR ANY COLLATERAL PAYABLE BY
ADMINISTRATIVE AGENT AT SUCH SALE.
SECTION 9.10.
NOTICE OF DEFAULT.
ADMINISTRATIVE AGENT
SHALL NOT BE DEEMED TO HAVE KNOWLEDGE OR NOTICE OF THE OCCURRENCE OF ANY DEFAULT
OR EVENT OF DEFAULT HEREUNDER UNLESS ADMINISTRATIVE AGENT HAS RECEIVED NOTICE
FROM A LENDER OR THE BORROWER REFERRING