OBLIGATIONS UNDER BANK PRODUCTS TO WHICH ADMINISTRATIVE AGENT IS NOT A PARTY)
AND ALL OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER
DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF
LENDERS, ISSUING BANK AND ADMINISTRATIVE AGENT (INCLUDING ANY CLAIM FOR THE
REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF LENDERS,
ISSUING BANK AND ADMINISTRATIVE AGENT AND THEIR RESPECTIVE AGENTS AND COUNSEL
AND ALL OTHER AMOUNTS DUE LENDERS, ISSUING BANK AND ADMINISTRATIVE AGENT ALLOWED
IN SUCH JUDICIAL PROCEEDING); AND
(II)
TO COLLECT AND RECEIVE ANY MONIES OR OTHER PROPERTY PAYABLE OR
DELIVERABLE ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME; AND ANY CUSTODIAN,
RECEIVER, ASSIGNEE, TRUSTEE, LIQUIDATOR, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL
IN ANY SUCH JUDICIAL PROCEEDING IS HEREBY AUTHORIZED BY EACH LENDER AND ISSUING
BANK TO MAKE SUCH PAYMENTS TO ADMINISTRATIVE AGENT AND, IN THE EVENT THAT
ADMINISTRATIVE AGENT SHALL CONSENT TO THE MAKING OF SUCH PAYMENTS DIRECTLY TO
LENDERS AND ISSUING BANK, TO PAY TO ADMINISTRATIVE AGENT ANY AMOUNT DUE FOR THE
REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF ADMINISTRATIVE
AGENT AND ITS AGENTS AND COUNSEL, AND ANY OTHER AMOUNTS DUE ADMINISTRATIVE
AGENT.
(B)
NOTHING CONTAINED HEREIN SHALL BE DEEMED TO AUTHORIZE ADMINISTRATIVE
AGENT TO AUTHORIZE OR CONSENT TO OR ACCEPT OR ADOPT ON BEHALF OF ANY LENDER OR
ISSUING BANK ANY PLAN OF REORGANIZATION, ARRANGEMENT, ADJUSTMENT OR COMPOSITION
AFFECTING THE OBLIGATIONS OR THE RIGHTS OF ANY LENDER OR TO AUTHORIZE
ADMINISTRATIVE AGENT TO VOTE IN RESPECT OF THE CLAIM OF ANY LENDER IN ANY SUCH
PROCEEDING.
(C)
TO THE EXTENT REQUIRED BY LOCAL LAW, BORROWERS AND GUARANTORS AGREE TO
REITERATE THE TERMS OF THE POWER OF ATTORNEY GRANTED TO THE ADMINISTRATIVE AGENT
PURSUANT TO THIS SECTION 12.13 UNDER ANY SEPARATE LETTER OR DOCUMENT.
12.14
SUCCESSOR ADMINISTRATIVE AGENT.
ADMINISTRATIVE AGENT MAY RESIGN AS
ADMINISTRATIVE AGENT UPON THIRTY (30) DAYS' NOTICE TO LENDERS AND PARENT. IF
ADMINISTRATIVE AGENT RESIGNS UNDER THIS AGREEMENT, THE REQUIRED LENDERS SHALL
APPOINT FROM AMONG THE LENDERS A SUCCESSOR AGENT FOR LENDERS.
IF NO SUCCESSOR
AGENT IS APPOINTED PRIOR TO THE EFFECTIVE DATE OF THE RESIGNATION OF
ADMINISTRATIVE AGENT, ADMINISTRATIVE AGENT MAY APPOINT, AFTER CONSULTING WITH
LENDERS AND PARENT, A SUCCESSOR AGENT FROM AMONG LENDERS.
UPON THE ACCEPTANCE
BY THE LENDER SO SELECTED OF ITS APPOINTMENT AS SUCCESSOR AGENT HEREUNDER, SUCH
SUCCESSOR AGENT SHALL SUCCEED TO ALL OF THE RIGHTS, POWERS AND DUTIES OF THE
RETIRING ADMINISTRATIVE AGENT AND THE TERM "ADMINISTRATIVE AGENT" AS USED HEREIN
AND IN THE OTHER FINANCING AGREEMENTS SHALL MEAN SUCH SUCCESSOR AGENT AND THE
RETIRING ADMINISTRATIVE AGENT'S APPOINTMENT, POWERS AND DUTIES AS ADMINISTRATIVE
AGENT SHALL BE TERMINATED.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S
RESIGNATION HEREUNDER AS ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS SECTION 12
SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED BY IT WHILE IT WAS
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT.
IF NO SUCCESSOR AGENT HAS ACCEPTED
APPOINTMENT AS ADMINISTRATIVE AGENT BY THE DATE WHICH IS THIRTY (30) DAYS AFTER
THE DATE OF A RETIRING ADMINISTRATIVE AGENT'S