AGENT SHALL
THEN APPOINT A SUCCESSOR ADMINISTRATIVE AGENT WHO SHALL SERVE AS THE
ADMINISTRATIVE AGENT UNTIL SUCH TIME, IF ANY, AS THE REQUISITE LENDERS APPOINT A
SUCCESSOR ADMINISTRATIVE AGENT AS PROVIDED ABOVE.
EACH LENDER SHALL INDEMNIFY
AND HOLD THE ADMINISTRATIVE AGENT HARMLESS FOR AND AGAINST ANY AND ALL
LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
REASONABLE COSTS, REASONABLE EXPENSES OR DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST IT IN ANY
WAY RELATING TO OR ARISING OUT OF THE APPOINTMENT OF A SUCCESSOR ADMINISTRATIVE
AGENT PURSUANT TO THE TERMS OF THIS SUBSECTION (C).
(D)
RIGHTS OF THE SUCCESSOR AND RETIRING ADMINISTRATIVE AGENTS.
UPON
THE ACCEPTANCE OF ANY APPOINTMENT AS ADMINISTRATIVE AGENT HEREUNDER BY A
SUCCESSOR ADMINISTRATIVE AGENT, SUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL
THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES
AND DUTIES OF THE RETIRING ADMINISTRATIVE AGENT, AND THE RETIRING
74
Administrative Agent shall be discharged from its duties and obligations under
this Agreement.
After any retiring Administrative Agent's resignation hereunder
as Administrative Agent, the provisions of this Article XII shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under this Agreement.
12.08
RELATIONS AMONG LENDERS.
EACH LENDER AGREES THAT IT WILL NOT TAKE
ANY LEGAL ACTION, NOR INSTITUTE ANY ACTIONS OR PROCEEDINGS, AGAINST THE BORROWER
OR ANY OTHER LOAN PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE REQUISITE
LENDERS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO LENDER MAY
ACCELERATE OR OTHERWISE ENFORCE ITS PORTION OF THE OBLIGATIONS, EXCEPT IN
ACCORDANCE WITH SECTION 11.02.
12.09
CONCERNING THE LOAN DOCUMENTS.
(A)
AUTHORITY.
EACH LENDER AUTHORIZES AND DIRECTS THE ADMINISTRATIVE
AGENT TO ENTER INTO ANY LOAN DOCUMENTS FOR THE BENEFIT OF THE LENDERS.
EACH
LENDER AGREES THAT ANY ACTION TAKEN BY THE ADMINISTRATIVE AGENT OR ALL LENDERS
(OR, WHERE REQUIRED BY THE EXPRESS TERMS OF THIS AGREEMENT, A LESSER PROPORTION
OF THE LENDERS) IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, AND THE EXERCISE BY THE ADMINISTRATIVE AGENT OR ALL LENDERS (OR,
WHERE SO REQUIRED, SUCH LESSER PROPORTION) OF THE POWERS SET FORTH HEREIN OR
THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO,
SHALL BE AUTHORIZED AND BINDING UPON ALL OF THE LENDERS.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE ADMINISTRATIVE AGENT SHALL HAVE THE SOLE AND
EXCLUSIVE RIGHT AND AUTHORITY TO (I) ACT AS THE DISBURSING AND COLLECTING AGENT
FOR THE LENDERS WITH RESPECT TO ALL PAYMENTS AND COLLECTIONS ARISING IN
CONNECTION WITH THIS AGREEMENT AND THE LOAN DOCUMENTS; (II) EXECUTE AND DELIVER
EACH LOAN DOCUMENT AND ACCEPT DELIVERY OF EACH SUCH AGREEMENT DELIVERED BY ANY
LOAN PARTY AND (III) EXCEPT AS MAY BE OTHERWISE SPECIFICALLY RESTRICTED BY THE
TERMS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, EXERCISE ALL REMEDIES GIVEN
TO THE ADMINISTRATIVE AGENT OR THE LENDERS UNDER THE LOAN DOCUMENTS, APPLICABLE
LAW OR OTHERWISE.
(B)
DELIVERY OF INFORMATION.
TO