TO DEMAND
OR ACCELERATE AND OF ACCELERATION), ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY
THE BORROWER, AND THE OBLIGATIONS OF THE LENDERS TO MAKE LOANS HEREUNDER SHALL
THEREUPON TERMINATE; AND UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY
OTHER EVENT OF DEFAULT, THE ADMINISTRATIVE AGENT SHALL, AT THE REQUEST, OR MAY
WITH THE CONSENT, OF THE REQUISITE LENDERS, DECLARE (I) THAT THE REVOLVING LOAN
COMMITMENTS ARE TERMINATED, WHEREUPON THE REVOLVING LOAN COMMITMENTS SHALL
IMMEDIATELY TERMINATE, AND/OR (II) THE UNPAID PRINCIPAL AMOUNT OF, AND ANY AND
ALL ACCRUED INTEREST ON, THE OBLIGATIONS AND ALL ACCRUED FEES TO BE, AND THE
SAME SHALL THEREUPON BE, IMMEDIATELY DUE AND PAYABLE, WITHOUT PRESENTMENT,
DEMAND, OR PROTEST OR OTHER REQUIREMENTS OF ANY KIND (INCLUDING, WITHOUT
LIMITATION, VALUATION AND APPRAISEMENT, DILIGENCE, PRESENTMENT, NOTICE OF INTENT
TO DEMAND OR ACCELERATE AND OF ACCELERATION, EXCEPT AS MAY BE SPECIFICALLY
PROVIDED FOR HEREIN), ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED BY THE BORROWER.
NOTWITHSTANDING THE FOREGOING, THE PROVISIONS OF THIS SECTION 11.02 SHALL NOT
APPLY TO OBLIGATIONS OF ANY LOAN PARTY UNDER OR IN CONNECTION WITH ANY INTEREST
RATE CONTRACT OR FOREIGN EXCHANGE CONTRACT WITH ANY LENDER OR AFFILIATE OF ANY
LENDER, THE RIGHTS AND REMEDIES WITH RESPECT TO WHICH SHALL BE GOVERNED BY THE
TERMS OF SUCH CONTRACTS AND APPLICABLE LAW.
ARTICLE XII
THE ADMINISTRATIVE AGENT
12.01
APPOINTMENT.
(A)
EACH LENDER HEREBY DESIGNATES AND APPOINTS WACHOVIA AS THE
ADMINISTRATIVE AGENT OF SUCH LENDER UNDER THIS AGREEMENT, AND EACH LENDER HEREBY
IRREVOCABLY AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS
BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT, THE NOTES AND THE LOAN DOCUMENTS
AND TO EXERCISE SUCH POWERS AS ARE SET FORTH HEREIN OR THEREIN TOGETHER WITH
SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
AS TO ANY MATTERS NOT
EXPRESSLY PROVIDED FOR BY THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE
ADMINISTRATIVE AGENT SHALL NOT BE REQUIRED TO EXERCISE ANY DISCRETION OR TAKE
ANY ACTION.
NOTWITHSTANDING THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL BE
REQUIRED TO ACT OR REFRAIN FROM ACTING (AND SHALL BE FULLY PROTECTED IN SO
ACTING OR REFRAINING FROM ACTING) UPON THE INSTRUCTIONS OF THE REQUISITE LENDERS
(UNLESS THE INSTRUCTIONS OR CONSENT OF ALL OF THE LENDERS IS REQUIRED HEREUNDER
OR THEREUNDER) AND SUCH INSTRUCTIONS SHALL BE BINDING UPON ALL LENDERS;
PROVIDED, HOWEVER, THE
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Administrative Agent shall not be required to take any action which (i) the
Administrative Agent believes will expose it to personal liability unless the
Administrative Agent receives an indemnification satisfactory to it from the
Lenders with respect to such action or (ii) is contrary to this Agreement, the
Notes, the other Loan Documents or applicable law.
The Administrative Agent
agrees to act as such on the express conditions contained in this Article XII.
(B)
THE PROVISIONS OF THIS ARTICLE XII ARE SOLELY FOR THE BENEFIT OF
THE ADMINISTRATIVE AGENT AND THE LENDERS, AND NONE OF THE LOAN PARTIES SHALL
HAVE ANY RIGHTS TO RELY ON OR ENFORCE ANY OF THE PROVISIONS HEREOF (OTHER THAN
AS EXPRESSLY