MEAN SUCH SUCCESSOR AGENT, AND THE RETIRING
ADMINISTRATIVE AGENT'S APPOINTMENT, POWERS AND DUTIES AS ADMINISTRATIVE AGENT
SHALL BE TERMINATED. AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION
HEREUNDER AS ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS SECTION 14 AND
SECTIONS 15.5 AND 15.16 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR
OMITTED TO BE TAKEN BY IT WHILE IT WAS ADMINISTRATIVE AGENT UNDER THIS
AGREEMENT. IF NO SUCCESSOR AGENT HAS ACCEPTED APPOINTMENT AS ADMINISTRATIVE
AGENT BY THE DATE WHICH IS 30 DAYS FOLLOWING A RETIRING ADMINISTRATIVE AGENT'S
NOTICE OF RESIGNATION, THE RETIRING ADMINISTRATIVE AGENT'S RESIGNATION SHALL
NEVERTHELESS THEREUPON BECOME EFFECTIVE AND THE LENDERS SHALL PERFORM ALL OF THE
DUTIES OF THE ADMINISTRATIVE AGENT HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE
REQUIRED LENDERS APPOINT A SUCCESSOR AGENT AS PROVIDED FOR ABOVE.
14.11
COLLATERAL MATTERS.
THE LENDERS IRREVOCABLY AUTHORIZE THE
ADMINISTRATIVE AGENT, AT ITS OPTION AND IN ITS DISCRETION, (A) TO RELEASE ANY
LIEN GRANTED TO OR HELD BY THE ADMINISTRATIVE AGENT UNDER ANY COLLATERAL
DOCUMENT (I) UPON TERMINATION OF THE COMMITMENTS AND PAYMENT IN FULL OF ALL
LOANS AND ALL OTHER OBLIGATIONS OF THE LOAN PARTIES HEREUNDER AND THE EXPIRATION
OR TERMINATION OF ALL LETTERS OF CREDIT; (II) CONSTITUTING PROPERTY SOLD OR TO
BE SOLD OR DISPOSED OF AS PART OF OR IN CONNECTION WITH ANY DISPOSITION
PERMITTED HEREUNDER; OR (III) SUBJECT TO SECTION 15.1, IF APPROVED, AUTHORIZED
OR RATIFIED IN WRITING BY THE REQUIRED LENDERS; OR (B) TO SUBORDINATE ITS
INTEREST IN ANY COLLATERAL TO ANY HOLDER OF A LIEN ON SUCH COLLATERAL WHICH IS
PERMITTED BY SECTION 11.2(D)(I) OR (D)(III)
(IT BEING UNDERSTOOD THAT THE
ADMINISTRATIVE AGENT MAY CONCLUSIVELY RELY ON A CERTIFICATE FROM THE COMPANY IN
DETERMINING WHETHER THE DEBT SECURED BY ANY SUCH LIEN IS PERMITTED BY
SECTION 11.1(B)). UPON REQUEST BY THE ADMINISTRATIVE AGENT AT ANY TIME, THE
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Lenders will confirm in writing the Administrative Agent's authority to release,
or subordinate its interest in, particular types or items of Collateral pursuant
to this Section 14.11. Each Lender hereby authorizes the Administrative Agent to
give blockage notices in connection with any Subordinated Debt at the direction
of Required Lenders and agrees that it will not act unilaterally to deliver such
notices.
14.12
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
IN CASE OF THE
PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY, LIQUIDATION, BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR OTHER JUDICIAL
PROCEEDING RELATIVE TO ANY LOAN PARTY, THE ADMINISTRATIVE AGENT (IRRESPECTIVE OF
WHETHER THE PRINCIPAL OF ANY LOAN SHALL THEN BE DUE AND PAYABLE AS HEREIN
EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF WHETHER THE
ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND ON THE LOAN PARTIES) SHALL BE
ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH PROCEEDING OR OTHERWISE:
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF THE PRINCIPAL
AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS, AND ALL OTHER OBLIGATIONS
THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER DOCUMENTS AS MAY BE NECESSARY
OR ADVISABLE IN ORDER TO