THE
PERMITTED SUBORDINATED NOTES DOCUMENTS OR THE RESPECTIVE SHAREHOLDER
SUBORDINATED NOTE, AS THE CASE MAY BE, OR ANY CREDIT PARTY OR THE HOLDERS OF AT
LEAST 25% IN AGGREGATE PRINCIPAL AMOUNT OF ANY ISSUE OF PERMITTED SUBORDINATED
NOTES OR OF THE SHAREHOLDER SUBORDINATED NOTES, AS THE CASE MAY BE, SHALL SO
ASSERT; OR (II) ALL OF THE OBLIGATIONS HEREUNDER AND ALL OBLIGATIONS OF THE
CREDIT PARTIES UNDER THE OTHER CREDIT DOCUMENTS (INCLUDING, WITHOUT LIMITATION,
THE SUBSIDIARIES GUARANTY) SHALL FAIL, OR CEASE, TO BE INCLUDED WITHIN THE
DEFINITIONS OF "SENIOR DEBT" (OR SIMILAR SUCH TERM) AND "DESIGNATED SENIOR DEBT"
INCLUDED IN THE SUBORDINATION PROVISIONS CONTAINED IN THE PERMITTED SUBORDINATED
NOTES DOCUMENTS;
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent, upon the written request of
the Required Lenders, shall by written notice to the Borrower, take any or all
of the following actions, without prejudice to the rights of the Administrative
Agent, any Lender or the holder of any Note to enforce its claims against any
Credit Party (provided that, if an Event of Default specified in Section 11.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such
notice):
(i) declare the Total Commitment terminated, whereupon all Commitments
of each Lender shall forthwith terminate immediately without any other notice of
any kind; (ii) declare the principal of and any accrued interest in respect of
all Term Loans and the Notes and all Obligations owing hereunder and thereunder
to be, whereupon the same shall become, forthwith due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by each Credit Party; and (iii) enforce, as Collateral Agent, all
of the Liens and security interests created pursuant to the Security Documents.
SECTION 12.
The Administrative Agent.
12.01.
APPOINTMENT.
THE LENDERS HEREBY IRREVOCABLY DESIGNATE AND APPOINT
DEUTSCHE BANK TRUST COMPANY AMERICAS AS ADMINISTRATIVE AGENT (FOR PURPOSES OF
THIS SECTION 12 AND SECTION 13.01, THE TERM "ADMINISTRATIVE AGENT" ALSO SHALL
INCLUDE DEUTSCHE BANK TRUST COMPANY AMERICAS IN ITS CAPACITY AS COLLATERAL AGENT
PURSUANT TO THE SECURITY DOCUMENTS) TO ACT AS SPECIFIED HEREIN AND IN THE OTHER
CREDIT DOCUMENTS.
EACH LENDER HEREBY IRREVOCABLY AUTHORIZES, AND EACH HOLDER OF
ANY NOTE BY THE ACCEPTANCE OF SUCH NOTE SHALL BE DEEMED IRREVOCABLY TO
AUTHORIZE, THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
PROVISIONS OF THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS AND ANY OTHER
INSTRUMENTS AND AGREEMENTS REFERRED TO HEREIN OR THEREIN AND TO EXERCISE SUCH
POWERS AND TO PERFORM SUCH DUTIES HEREUNDER AND THEREUNDER AS ARE SPECIFICALLY
DELEGATED TO OR REQUIRED OF THE ADMINISTRATIVE AGENT BY THE TERMS HEREOF AND
THEREOF AND SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
THE
ADMINISTRATIVE AGENT MAY PERFORM ANY OF ITS RESPECTIVE DUTIES HEREUNDER BY