ANY RETIRING
ADMINISTRATIVE AGENT'S RESIGNATION AS ADMINISTRATIVE AGENT, THE PROVISIONS OF
THIS ARTICLE SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE
TAKEN BY IT WHILE IT WAS ADMINISTRATIVE AGENT.
IF NO SUCCESSOR TO THE
ADMINISTRATIVE AGENT HAS ACCEPTED APPOINTMENT AS ADMINISTRATIVE AGENT BY THE
THIRTIETH (30TH) DAY FOLLOWING A RETIRING ADMINISTRATIVE AGENT'S NOTICE OF
RESIGNATION, THE RETIRING ADMINISTRATIVE AGENT'S RESIGNATION SHALL NEVERTHELESS
THEREUPON BECOME EFFECTIVE, AND THE LENDERS SHALL THEREAFTER PERFORM ALL OF THE
DUTIES OF THE ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER CREDIT
DOCUMENTS UNTIL SUCH TIME, IF ANY, AS THE REQUIRED LENDERS APPOINT A SUCCESSOR
ADMINISTRATIVE AGENT AS PROVIDED FOR HEREINABOVE.
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10.10
COLLATERAL MATTERS.
(A)
THE ADMINISTRATIVE AGENT IS HEREBY
AUTHORIZED ON BEHALF OF THE LENDERS, WITHOUT THE NECESSITY OF ANY NOTICE TO OR
FURTHER CONSENT FROM THE LENDERS, FROM TIME TO TIME (BUT WITHOUT ANY OBLIGATION)
TO TAKE ANY ACTION WITH RESPECT TO THE COLLATERAL AND THE SECURITY DOCUMENTS
THAT MAY BE DEEMED BY THE ADMINISTRATIVE AGENT IN ITS DISCRETION TO BE NECESSARY
OR ADVISABLE TO PERFECT AND MAINTAIN PERFECTED THE LIENS UPON THE COLLATERAL
GRANTED PURSUANT TO THE SECURITY DOCUMENTS.
(B)
THE LENDERS HEREBY AUTHORIZE THE
ADMINISTRATIVE AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE OR, IN THE
CASE OF CLAUSE (III) BELOW, SUBORDINATE ANY LIEN GRANTED TO OR HELD BY THE
ADMINISTRATIVE AGENT UPON ANY COLLATERAL (I) UPON TERMINATION OF THE
COMMITMENTS, TERMINATION, EXPIRATION OR CASH COLLATERALIZATION OF ALL
OUTSTANDING LETTERS OF CREDIT AND PAYMENT IN FULL OF ALL OF THE OBLIGATIONS THEN
DUE AND PAYABLE, (II) CONSTITUTING PROPERTY SOLD OR TO BE SOLD OR DISPOSED OF AS
PART OF OR IN CONNECTION WITH ANY DISPOSITION EXPRESSLY PERMITTED HEREUNDER OR
UNDER ANY OTHER CREDIT DOCUMENT OR TO WHICH THE REQUIRED LENDERS HAVE CONSENTED,
(III) CONSTITUTING PROPERTY TO BE SUBJECT TO LIENS PERMITTED BY
SECTION 8.3(VII), OR (IV) OTHERWISE PURSUANT TO AND IN ACCORDANCE WITH THE
PROVISIONS OF ANY APPLICABLE CREDIT DOCUMENT.
UPON REQUEST BY THE
ADMINISTRATIVE AGENT AT ANY TIME, THE LENDERS WILL CONFIRM IN WRITING THE
ADMINISTRATIVE AGENT'S AUTHORITY TO RELEASE OR SUBORDINATE ITS LIENS UPON
COLLATERAL PURSUANT TO THIS SECTION 10.10(B).
10.11
ISSUING LENDER AND SWINGLINE LENDER.
THE PROVISIONS
OF THIS ARTICLE X (OTHER THAN SECTIONS 10.9 AND 10.10) SHALL APPLY TO THE
ISSUING LENDER AND THE SWINGLINE LENDER MUTATIS MUTANDIS TO THE SAME EXTENT AS
SUCH PROVISIONS APPLY TO THE ADMINISTRATIVE AGENT.
10.12
OTHER AGENTS, MANAGERS.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, ANY LENDERS
IDENTIFIED ON THE COVER PAGE OF THIS AGREEMENT OR ELSEWHERE HEREIN AS A
"SYNDICATION AGENT," "DOCUMENTATION AGENT," "CO-AGENT," "LEAD MANAGER" OR IN ANY
SIMILAR CAPACITY ARE NAMED AS SUCH FOR RECOGNITION PURPOSES ONLY, AND IN THEIR
RESPECTIVE CAPACITIES AS SUCH SHALL HAVE NO POWERS, RIGHTS, DUTIES,
RESPONSIBILITIES OR LIABILITIES WITH RESPECT TO THIS AGREEMENT AND THE OTHER
CREDIT DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
WITHOUT
LIMITATION OF THE FOREGOING, NONE OF THE LENDERS SO IDENTIFIED SHALL HAVE,