ACQUIRE EQUITY CAPITAL IN AND GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST,
FINANCIAL ADVISORY, UNDERWRITING OR OTHER BUSINESS WITH EACH OF THE LOAN PARTIES
AND THEIR RESPECTIVE AFFILIATES AS THOUGH SOCIETE GENERALE WERE NOT THE
ADMINISTRATIVE AGENT OR AN L/C ISSUER HEREUNDER AND WITHOUT NOTICE TO OR CONSENT
OF THE LENDERS.
THE LENDERS ACKNOWLEDGE THAT, PURSUANT TO SUCH ACTIVITIES,
SOCIETE GENERALE OR ITS AFFILIATES MAY RECEIVE INFORMATION REGARDING ANY LOAN
PARTY OR ITS AFFILIATES (INCLUDING INFORMATION THAT MAY BE SUBJECT TO
CONFIDENTIALITY OBLIGATIONS IN FAVOR OF SUCH LOAN PARTY OR SUCH AFFILIATE) AND
ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT SHALL BE UNDER NO OBLIGATION TO
PROVIDE SUCH INFORMATION TO THE LENDERS.
WITH RESPECT TO ITS LOANS, SOCIETE
GENERALE SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY OTHER
LENDER AND MAY EXERCISE SUCH RIGHTS AND POWERS AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT OR AN L/C ISSUER, AND THE TERMS "LENDER" AND "LENDERS"
INCLUDE SOCIETE GENERALE IN ITS INDIVIDUAL CAPACITY.
SECTION 11.09
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT MAY RESIGN AS THE ADMINISTRATIVE AGENT UPON THIRTY (30) DAYS' NOTICE TO
THE LENDERS AND THE BORROWER REPRESENTATIVE; PROVIDED THAT ANY SUCH RESIGNATION
BY SOCIETE GENERALE SHALL ALSO CONSTITUTE ITS RESIGNATION AS THE L/C ISSUER.
IF
THE ADMINISTRATIVE AGENT RESIGNS UNDER THIS AGREEMENT, THE REQUIRED LENDERS
SHALL APPOINT FROM AMONG THE LENDERS (OR A FINANCIAL INSTITUTION OR AN ELIGIBLE
ASSIGNEE, ACCEPTABLE TO THE REQUIRED LENDERS) A SUCCESSOR ADMINISTRATIVE AGENT
FOR THE LENDERS, PROVIDED THAT SUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL BE A
BANK OR OTHER FINANCIAL INSTITUTION WHOSE SHORT TERM COMMERCIAL PAPER RATING
FROM S&P IS AT LEAST A1 OR THE EQUIVALENT THEREOF OR FROM MOODY'S IS AT LEAST P1
OR THE EQUIVALENT THEREOF AT THE TIME OF SUCH APPOINTMENT.
IF NO SUCCESSOR
ADMINISTRATIVE AGENT IS APPOINTED PRIOR TO THE EFFECTIVE DATE OF THE RESIGNATION
OF THE ADMINISTRATIVE AGENT, THE ADMINISTRATIVE AGENT MAY APPOINT, AFTER
CONSULTING WITH THE LENDERS, A SUCCESSOR ADMINISTRATIVE AGENT FROM AMONG THE
LENDERS (IF SUCH LENDER AGREES TO ACT AS ADMINISTRATIVE AGENT); PROVIDED, THAT
UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE CONSENT OF THE
BORROWER REPRESENTATIVE TO SUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL BE REQUIRED
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED).
UPON THE ACCEPTANCE
OF ITS APPOINTMENT AS SUCCESSOR ADMINISTRATIVE AGENT HEREUNDER, THE PERSON
ACTING AS SUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL SUCCEED TO ALL THE RIGHTS,
POWERS AND DUTIES OF THE RETIRING ADMINISTRATIVE AGENT (AND L/C ISSUER, IF
APPLICABLE) AND THE RESPECTIVE TERMS "ADMINISTRATIVE AGENT" AND (AND "L/C
ISSUER", IF APPLICABLE) MEANS SUCH SUCCESSOR ADMINISTRATIVE AGENT AND LETTER OF
CREDIT ISSUER, AND THE RETIRING ADMINISTRATIVE AGENT'S APPOINTMENT, POWERS AND
DUTIES IN SUCH CAPACITIES SHALL BE TERMINATED WITHOUT ANY OTHER FURTHER ACT OR
DEED ON ITS BEHALF.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION
HEREUNDER AS THE ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS ARTICLE XI AND
SECTIONS SECTION 12.04 AND 12.05 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS
TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS