ANY SUCH PERSON HAS SUCH POWER
TO VOTE OR WHICH SUCH PERSON SO OWNS SECURITIES OWNED BY SUCH PERSON AS NOMINEE
FOR THE DIRECT OR INDIRECT BENEFICIAL OWNER THEREOF OR SECURITIES AS TO WHICH
SUCH POWER TO VOTE ARISES BY VIRTUE OF PROXIES SOLICITED BY THE MANAGEMENT OF
THE COMPANY;
then, and in any such event, (A) if such event is an Event of Default specified
in paragraph (f) above, automatically the Commitments shall immediately
terminate and the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the Loans shall immediately become due
and payable, and (B)(1) if such event is any Event of Default specified in
paragraph (a) or (e), then with the consent of the Majority Banks, the
Administrative Agent may, or upon the request of the Majority Banks, the
Administrative Agent shall, or (2) if such Event is an Event of Default
specified in paragraph (b), (c), (d), (g) or (h), then with the consent of the
Required Banks, the Administrative Agent may, or upon the request of the
Required Banks, the Administrative Agent shall, take either or both of the
following actions:
(i) by notice to the Borrowers, declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) by notice of default to the Borrowers, declare the Loans hereunder
(with accrued interest thereon) and all other amounts owing under this Agreement
to be due and payable forthwith, whereupon the same shall immediately become due
and payable.
Except as expressly provided above in this Section, presentment,
demand, protest and all other notices of any kind are hereby expressly waived
with respect to this Agreement by the Borrowers.
57
SECTION 9.
THE AGENTS
9.1 APPOINTMENT.
(A)
EACH BANK HEREBY IRREVOCABLY DESIGNATES AND APPOINTS
JPMORGAN CHASE BANK, N.A. AS THE ADMINISTRATIVE AGENT OF SUCH BANK UNDER THIS
AGREEMENT, AND EACH BANK HEREBY IRREVOCABLY AUTHORIZES JPMORGAN CHASE BANK, N.A.
AS THE ADMINISTRATIVE AGENT FOR SUCH BANK, TO TAKE SUCH ACTION ON ITS BEHALF
UNDER THE PROVISIONS OF THIS AGREEMENT AND TO EXERCISE SUCH POWERS AND PERFORM
SUCH DUTIES AS ARE EXPRESSLY DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS
OF THIS AGREEMENT, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL
THERETO.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT,
THE PARTIES HERETO HEREBY AGREE THAT NEITHER THE SYNDICATION AGENT NOR THE
DOCUMENTATION AGENTS SHALL HAVE ANY RIGHTS, DUTIES OR RESPONSIBILITIES IN SUCH
RESPECTIVE CAPACITY NOR SHALL ANY SUCH PERSON HAVE THE AUTHORITY TO TAKE ANY
ACTION HEREUNDER IN ITS CAPACITY AS SUCH.
(C)
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY ELSEWHERE IN THIS
AGREEMENT, NO AGENT SHALL HAVE ANY DUTIES OR RESPONSIBILITIES, EXCEPT THOSE
EXPRESSLY SET FORTH HEREIN, OR ANY FIDUCIARY RELATIONSHIP WITH ANY BANK, AND NO
IMPLIED COVENANTS, FUNCTIONS, RESPONSIBILITIES, DUTIES, OBLIGATIONS OR
LIABILITIES SHALL BE READ INTO THIS AGREEMENT OR OTHERWISE EXIST AGAINST ANY
AGENT.
9.2 Delegation of Duties.
Each Agent may execute any of its duties under this
Agreement by or through agents