SERVICES TO AND GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST
OR OTHER BUSINESS WITH ANY LOAN PARTY AS IF IT WERE NOT ACTING AS AGENT PURSUANT
HERETO AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO LENDERS.
BDCF (OR ANY
SUCCESSOR AGENT), EITHER DIRECTLY OR THROUGH STRATEGIC AFFILIATIONS, MAY ACCEPT
FEES AND OTHER CONSIDERATION FROM ANY LOAN PARTY FOR SERVICES IN CONNECTION WITH
THIS AGREEMENT OR OTHERWISE WITHOUT HAVING TO ACCOUNT FOR THE SAME TO LENDERS.
EACH LENDER ACKNOWLEDGES THAT BDCF MAY PURCHASE CERTAIN EQUITY INTEREST IN
BORROWER AND ACKNOWLEDGES THE POTENTIAL CONFLICT OF INTEREST OF BDCF, AS AGENT
AND AS A LENDER AND AS A HOLDER OF AN EQUITY INTEREST IN BORROWER AND CONSENTS
THERETO.
(G)
SUCCESSOR AGENT.
(I)
RESIGNATION.
AGENT MAY RESIGN FROM THE PERFORMANCE OF ALL ITS
AGENCY FUNCTIONS AND DUTIES HEREUNDER AT ANY TIME BY GIVING AT LEAST THIRTY (30)
BUSINESS DAYS' PRIOR WRITTEN NOTICE TO BORROWER AND LENDERS.
SUCH RESIGNATION
SHALL TAKE EFFECT UPON THE ACCEPTANCE BY A SUCCESSOR AGENT OF APPOINTMENT
PURSUANT TO CLAUSE (II) BELOW OR AS OTHERWISE PROVIDED IN CLAUSE (II) BELOW.
(II)
APPOINTMENT OF SUCCESSOR.
UPON ANY SUCH NOTICE OF RESIGNATION
PURSUANT TO CLAUSE (I) ABOVE, REQUISITE LENDERS SHALL APPOINT A SUCCESSOR AGENT
WHICH, UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SHALL BE
SUBJECT TO BORROWER'S APPROVAL (WHICH SHALL NOT BE
82
unreasonably withheld or delayed).
If a successor Agent shall not have been so
appointed within the thirty (30) Business Day period referred to in clause (i)
above, the retiring Agent, upon notice to Borrower, shall then appoint a
successor Agent which, unless an Event of Default has occurred and is continuing
shall be reasonably acceptable to Borrower (such consent not to be unreasonably
withheld) who shall serve as Agent until such time, if any, as Requisite Lenders
appoint a successor Agent as provided above.
(III)
SUCCESSOR AGENT.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS AGENT
UNDER THE LOAN DOCUMENTS BY A SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL
THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES
AND DUTIES OF THE RETIRING AGENT, AND THE RETIRING AGENT SHALL BE DISCHARGED
FROM ITS DUTIES AND OBLIGATIONS UNDER THE LOAN DOCUMENTS.
AFTER ANY RETIRING
AGENT'S RESIGNATION AS AGENT, THE PROVISIONS OF THIS SECTION 9.2 SHALL CONTINUE
TO INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT IN
ITS CAPACITY AS AGENT.
(H)
COLLATERAL MATTERS.
(I)
RELEASE OF COLLATERAL.
LENDERS HEREBY IRREVOCABLY AUTHORIZE
AGENT, AT ITS OPTION AND IN ITS DISCRETION, TO RELEASE ANY LIEN GRANTED TO OR
HELD BY AGENT UPON ANY COLLATERAL (X) ON THE TERMINATION DATE, (Y) CONSTITUTING
PROPERTY BEING SOLD OR DISPOSED OF IF BORROWER CERTIFIES TO AGENT THAT THE SALE
OR DISPOSITION IS MADE IN COMPLIANCE WITH THE PROVISIONS OF THIS AGREEMENT
(AGENT MAY RELY IN GOOD FAITH CONCLUSIVELY ON ANY SUCH CERTIFICATE, WITHOUT
FURTHER INQUIRY, AND AGENT AGREES TO RELEASE SUCH LIEN UPON RECEIPT OF A WRITTEN
REQUEST THEREFOR FROM BORROWER) OR (Z)