LOAN PARTY OF THE LOAN
DOCUMENTS OR ANY OTHER DOCUMENT REFERRED TO OR PROVIDED FOR THEREIN OR TO
INSPECT THE PROPERTIES OR BOOKS OF, OR MAKE ANY OTHER INVESTIGATION OF, THE
BORROWER, ANY OTHER LOAN PARTY OR ANY AFFILIATE OF BORROWER AND/OR ANY LOAN
PARTY.
EXCEPT FOR NOTICES, REPORTS AND OTHER DOCUMENTS AND INFORMATION
EXPRESSLY REQUIRED TO BE FURNISHED TO THE LENDERS BY THE ADMINISTRATIVE AGENT
UNDER THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THE ADMINISTRATIVE
AGENT SHALL HAVE NO DUTY OR RESPONSIBILITY TO PROVIDE ANY LENDER WITH ANY CREDIT
OR OTHER INFORMATION CONCERNING THE BUSINESS, OPERATIONS, PROPERTY, FINANCIAL
AND OTHER CONDITION OR CREDITWORTHINESS OF THE BORROWER, ANY OTHER LOAN PARTY OR
ANY OTHER AFFILIATE THEREOF WHICH MAY COME INTO POSSESSION OF THE ADMINISTRATIVE
AGENT OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS IN FACT OR
OTHER AFFILIATES.
EACH LENDER ACKNOWLEDGES THAT THE ADMINISTRATIVE AGENT'S
LEGAL COUNSEL IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
107
by this Agreement is only acting as counsel to the Administrative Agent and is
not acting as counsel to such Lender.
SECTION 11.10
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY
RESIGN AT ANY TIME AS ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS BY GIVING
WRITTEN NOTICE THEREOF TO THE LENDERS AND THE BORROWER.
UPON ANY SUCH
RESIGNATION, THE REQUISITE LENDERS SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR
ADMINISTRATIVE AGENT WHICH SHALL BE A LENDER AND SHALL, PROVIDED NO EVENT OF
DEFAULT EXISTS, BE SUBJECT TO BORROWER'S APPROVAL, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD, CONDITIONED OR DELAYED, PROVIDED, THAT, BORROWER SHALL
HAVE NO APPROVAL RIGHT IF THE SUCCESSOR ADMINISTRATIVE AGENT IS AN ELIGIBLE
ASSIGNEE AND SATISFIES THE REQUIREMENTS OF SECTION 11.11.
IF NO SUCCESSOR
ADMINISTRATIVE AGENT SHALL HAVE BEEN SO APPOINTED IN ACCORDANCE WITH THE
IMMEDIATELY PRECEDING SENTENCE, AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN
THIRTY (30) DAYS AFTER THE CURRENT ADMINISTRATIVE AGENT'S GIVING OF NOTICE OF
RESIGNATION, THEN THE CURRENT ADMINISTRATIVE AGENT MAY, ON BEHALF OF THE
LENDERS, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT, WHICH SHALL BE A LENDER, IF
ANY LENDER SHALL BE WILLING TO SERVE, AND OTHERWISE SHALL BE AN ELIGIBLE
ASSIGNEE.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS ADMINISTRATIVE AGENT
HEREUNDER BY A SUCCESSOR ADMINISTRATIVE AGENT, SUCH SUCCESSOR ADMINISTRATIVE
AGENT SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS,
PRIVILEGES AND DUTIES OF THE CURRENT ADMINISTRATIVE AGENT, AND THE CURRENT
ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER
THE LOAN DOCUMENTS.
AFTER ANY ADMINISTRATIVE AGENT'S RESIGNATION HEREUNDER AS
ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS ARTICLE 11
SHALL CONTINUE TO INURE
TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS
ADMINISTRATIVE AGENT UNDER THE LOAN DOCUMENTS.
NOTWITHSTANDING ANYTHING
CONTAINED HEREIN TO THE CONTRARY, THE ADMINISTRATIVE AGENT MAY ASSIGN ITS RIGHTS
AND DUTIES UNDER THE LOAN DOCUMENTS TO ANY OF ITS AFFILIATES BY GIVING THE
BORROWER AND EACH LENDER PRIOR WRITTEN NOTICE.
SECTION 11.11
AGENT MINIMUM HOLD.
SUBJECT TO ADMINISTRATIVE AGENT'S RIGHT TO
RESIGN SET FORTH