NOTICE OF RESIGNATION, THE
RETIRING ADMINISTRATIVE AGENT'S RESIGNATION SHALL NONETHELESS THEREUPON BECOME
EFFECTIVE AND LENDERS SHALL PERFORM ALL OF THE DUTIES OF ADMINISTRATIVE AGENT
HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE REQUIRED LENDERS APPOINT A SUCCESSOR
AGENT AS PROVIDED FOR ABOVE.
ANY RESIGNATION BY ADMINISTRATIVE AGENT PURSUANT
TO THIS SECTION SHALL ALSO CONSTITUTE ITS RESIGNATION AS ISSUING BANK AND SWING
LINE LENDER.
UPON THE ACCEPTANCE OF A SUCCESSOR'S APPOINTMENT AS ADMINISTRATIVE
AGENT HEREUNDER, (A) SUCH SUCCESSOR SHALL SUCCEED TO AND BECOME VESTED WITH ALL
OF THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RETIRING ISSUING BANK AND
SWING LINE LENDER, (B) THE RETIRING ISSUING BANK AND SWING LINE LENDER SHALL BE
DISCHARGED FROM ALL OF THEIR RESPECTIVE DUTIES AND OBLIGATIONS HEREUNDER OR
UNDER THE OTHER FINANCING AGREEMENTS, AND (C) THE SUCCESSOR ISSUING BANK SHALL
ISSUE LETTERS OF CREDIT IN SUBSTITUTION FOR THE LETTERS OF CREDIT, IF ANY,
OUTSTANDING AT THE TIME OF SUCH SUCCESSION OR MAKE OTHER ARRANGEMENTS
SATISFACTORY TO THE RETIRING ISSUING BANK TO EFFECTIVELY ASSUME THE OBLIGATIONS
OF THE RETIRING ISSUING BANK WITH RESPECT TO SUCH LETTERS OF CREDIT.
182
12.15
OTHER AGENT DESIGNATIONS.
ADMINISTRATIVE AGENT MAY AT ANY TIME AND
FROM TIME TO TIME DETERMINE THAT A LENDER MAY, IN ADDITION, BE A "ADMINISTRATIVE
AGENT", "SYNDICATION AGENT", "DOCUMENTATION AGENT" OR SIMILAR DESIGNATION
HEREUNDER AND ENTER INTO AN AGREEMENT WITH SUCH LENDER TO HAVE IT SO IDENTIFIED
FOR PURPOSES OF THIS AGREEMENT.
ADMINISTRATIVE AGENT SHALL PROVIDE WRITTEN
NOTICE TO LEAD BORROWER OF ANY SUCH AGREEMENT.
ANY LENDER THAT IS SO DESIGNATED
AS A ADMINISTRATIVE AGENT, SYNDICATION AGENT, DOCUMENTATION AGENT OR SUCH
SIMILAR DESIGNATION BY ADMINISTRATIVE AGENT SHALL HAVE NO RIGHT, POWER,
OBLIGATION, LIABILITY, RESPONSIBILITY OR DUTY UNDER THIS AGREEMENT OR ANY OF THE
OTHER FINANCING AGREEMENTS OTHER THAN THOSE APPLICABLE TO ALL LENDERS AS SUCH.
WITHOUT LIMITING THE FOREGOING, THE LENDERS SO IDENTIFIED SHALL NOT HAVE OR BE
DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER AND NO LENDER SHALL BE
DEEMED TO HAVE RELIED, NOR SHALL ANY LENDER
RELY, ON A LENDER SO IDENTIFIED AS
A ADMINISTRATIVE AGENT, SYNDICATION AGENT, DOCUMENTATION AGENT OR SUCH SIMILAR
DESIGNATION IN DECIDING TO ENTER INTO THIS AGREEMENT OR IN TAKING OR NOT TAKING
ACTION HEREUNDER.
SECTION 13.
TERM OF AGREEMENT; MISCELLANEOUS
13.1
TERM.
(A)
THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS SHALL BECOME EFFECTIVE
AS OF THE DATE SET FORTH ON THE FIRST PAGE HEREOF AND SHALL CONTINUE IN FULL
FORCE AND EFFECT FOR A TERM ENDING ON NOVEMBER 19, 2018 (THE "MATURITY DATE").
IN ADDITION, BORROWERS MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON TEN (10)
DAYS PRIOR WRITTEN NOTICE TO ADMINISTRATIVE AGENT (WHICH NOTICE SHALL BE
IRREVOCABLE) AND ADMINISTRATIVE AGENT MAY, AT ITS OPTION, AND SHALL AT THE
DIRECTION OF REQUIRED LENDERS, TERMINATE THIS AGREEMENT AT ANY TIME ON OR AFTER
AN EVENT OF DEFAULT.
UPON THE MATURITY DATE OR ANY OTHER EFFECTIVE DATE OF
TERMINATION OF THE FINANCING AGREEMENTS, BORROWERS SHALL PAY TO ADMINISTRATIVE
AGENT ALL OUTSTANDING AND UNPAID OBLIGATIONS AND SHALL FURNISH CASH COLLATERAL