THEIR AFFILIATES THAT MAY COME INTO THE POSSESSION OF ANY AGENT
OR ANY OF ITS AFFILIATES.
SECTION 12.7
RESIGNATION OF THE ADMINISTRATIVE AGENT.
THE
ADMINISTRATIVE AGENT MAY RESIGN AT ANY TIME BY GIVING NOTICE THEREOF TO THE
LENDERS AND F.Y.I.
UPON ANY SUCH RESIGNATION, THE REQUIRED LENDERS SHALL HAVE
THE RIGHT TO APPOINT A SUCCESSOR THE ADMINISTRATIVE AGENT, WHICH SUCCESSOR AGENT
SHALL BE SUBJECT TO THE APPROVAL OF F.Y.I. IF AND SO LONG AS NO EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED, OR DELAYED.
IF NO SUCCESSOR THE ADMINISTRATIVE AGENT
SHALL HAVE BEEN SO APPOINTED BY THE REQUIRED LENDERS AND SHALL HAVE ACCEPTED
SUCH APPOINTMENT WITHIN THIRTY (30) DAYS AFTER THE RETIRING ADMINISTRATIVE
AGENT'S GIVING OF NOTICE OF RESIGNATION, THEN THE RETIRING ADMINISTRATIVE AGENT
MAY, ON BEHALF OF THE LENDERS, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT WHICH
SHALL BE A COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE U.S. HAVING COMBINED
CAPITAL AND SURPLUS OF AT LEAST FIVE HUNDRED MILLION DOLLARS ($500,000,000),
WHICH SUCCESSOR AGENT SHALL BE SUBJECT TO THE APPROVAL OF F.Y.I., WHICH APPROVAL
SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED, OR DELAYED.
UPON THE
ACCEPTANCE OF ANY APPOINTMENT AS THE ADMINISTRATIVE AGENT HEREUNDER BY A
SUCCESSOR, SUCH SUCCESSOR SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL
THE RIGHTS, POWERS, DISCRETION, PRIVILEGES, AND DUTIES OF THE RETIRING
ADMINISTRATIVE AGENT, AND THE RETIRING ADMINISTRATIVE AGENT SHALL BE DISCHARGED
FROM ITS DUTIES AND OBLIGATIONS HEREUNDER.
AFTER ANY RETIRING ADMINISTRATIVE
AGENT'S RESIGNATION HEREUNDER AS THE ADMINISTRATIVE AGENT, THE PROVISIONS OF
THIS ARTICLE 12 SHALL CONTINUE IN EFFECT FOR ITS BENEFIT IN RESPECT OF ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS ACTING AS THE
ADMINISTRATIVE AGENT.
SECTION 12.8
SEVERAL COMMITMENTS.
THE COMMITMENTS AND OTHER
OBLIGATIONS OF THE LENDERS UNDER ANY LOAN DOCUMENT ARE SEVERAL.
THE DEFAULT BY
ANY LENDER IN MAKING A LOAN IN ACCORDANCE WITH ITS COMMITMENT SHALL NOT RELIEVE
THE OTHER LENDERS OF THEIR OBLIGATIONS UNDER ANY LOAN DOCUMENT.
IN THE EVENT OF
ANY DEFAULT BY ANY LENDER IN MAKING ANY LOAN, EACH NONDEFAULTING LENDER SHALL BE
OBLIGATED TO MAKE ITS LOAN BUT SHALL NOT BE OBLIGATED TO ADVANCE THE AMOUNT
WHICH THE DEFAULTING LENDER WAS REQUIRED TO ADVANCE HEREUNDER.
NO LENDER SHALL
BE RESPONSIBLE FOR ANY ACT OR OMISSION OF ANY OTHER LENDER.
SECTION 12.9
DOCUMENTATION AGENT, LEAD ARRANGER AND SYNDICATION
AGENT.
NONE OF THE DOCUMENTATION AGENT, THE LEAD ARRANGER NOR THE SYNDICATION
AGENT, ACTING IN SUCH CAPACITIES, SHALL HAVE ANY OBLIGATIONS UNDER THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS.
ARTICLE 13
MISCELLANEOUS
SECTION 13.1
EXPENSES.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREBY ARE CONSUMMATED, F.Y.I. HEREBY AGREES, ON DEMAND, TO PAY OR REIMBURSE THE
ADMINISTRATIVE AGENT AND EACH OF THE LENDERS FOR PAYING: (A) ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THE PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, AND ANY AND ALL WAIVERS, AMENDMENTS, MODIFICATIONS,
RENEWALS, EXTENSIONS AND SUPPLEMENTS THEREOF AND THERETO,