NON-APPEALABLE DECISION).
12.07.
THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
WITH RESPECT
TO ITS OBLIGATION TO MAKE TERM LOANS UNDER THIS AGREEMENT, THE ADMINISTRATIVE
AGENT SHALL HAVE THE RIGHTS AND POWERS SPECIFIED HEREIN FOR A "LENDER" AND MAY
EXERCISE THE SAME RIGHTS AND POWERS AS THOUGH IT WERE NOT PERFORMING THE DUTIES
SPECIFIED HEREIN; AND THE TERMS "LENDER," "REQUIRED LENDERS," "SUPERMAJORITY
LENDERS," "HOLDERS OF NOTES" AND ANY SIMILAR TERMS SHALL, UNLESS THE CONTEXT
CLEARLY INDICATES OTHERWISE, INCLUDE THE ADMINISTRATIVE AGENT IN ITS RESPECTIVE
INDIVIDUAL CAPACITIES.
THE ADMINISTRATIVE AGENT AND ITS AFFILIATES MAY ACCEPT
DEPOSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF BANKING,
INVESTMENT BANKING, TRUST OR OTHER BUSINESS WITH, OR PROVIDE DEBT FINANCING,
EQUITY CAPITAL OR OTHER SERVICES (INCLUDING FINANCIAL ADVISORY SERVICES) TO ANY
CREDIT PARTY OR ANY AFFILIATE OF ANY CREDIT PARTY (OR ANY PERSON ENGAGED IN A
SIMILAR BUSINESS WITH ANY CREDIT PARTY OR ANY AFFILIATE THEREOF) AS IF THEY WERE
NOT PERFORMING THE DUTIES SPECIFIED HEREIN, AND MAY ACCEPT FEES AND OTHER
CONSIDERATION FROM ANY CREDIT PARTY OR ANY AFFILIATE OF ANY CREDIT PARTY FOR
SERVICES IN CONNECTION WITH THIS AGREEMENT AND OTHERWISE WITHOUT HAVING TO
ACCOUNT FOR THE SAME TO THE LENDERS.
12.08.
HOLDERS.
THE ADMINISTRATIVE AGENT MAY DEEM AND TREAT THE PAYEE OF
ANY NOTE AS THE OWNER THEREOF FOR ALL PURPOSES HEREOF UNLESS AND UNTIL A WRITTEN
NOTICE OF THE ASSIGNMENT,
100
TRANSFER OR ENDORSEMENT THEREOF, AS THE CASE MAY BE, SHALL HAVE BEEN FILED WITH
THE ADMINISTRATIVE AGENT.
ANY REQUEST, AUTHORITY OR CONSENT OF ANY PERSON WHO,
AT THE TIME OF MAKING SUCH REQUEST OR GIVING SUCH AUTHORITY OR CONSENT, IS THE
HOLDER OF ANY NOTE SHALL BE CONCLUSIVE AND BINDING ON ANY SUBSEQUENT HOLDER,
TRANSFEREE, ASSIGNEE OR ENDORSEE, AS THE CASE MAY BE, OF SUCH NOTE OR OF ANY
NOTE OR NOTES ISSUED IN EXCHANGE THEREFOR.
12.09.
RESIGNATION BY THE ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE
AGENT MAY RESIGN FROM THE PERFORMANCE OF ALL ITS RESPECTIVE FUNCTIONS AND DUTIES
HEREUNDER AND/OR UNDER THE OTHER CREDIT DOCUMENTS AT ANY TIME BY GIVING 15
BUSINESS DAYS' PRIOR WRITTEN NOTICE TO THE LENDERS AND, UNLESS A DEFAULT OR AN
EVENT OF DEFAULT UNDER SECTION 11.05 THEN EXISTS, THE BORROWER.
SUCH
RESIGNATION SHALL TAKE EFFECT UPON THE APPOINTMENT OF A SUCCESSOR ADMINISTRATIVE
AGENT PURSUANT TO CLAUSES (B) AND (C) BELOW OR AS OTHERWISE PROVIDED BELOW.
(B)
UPON ANY SUCH NOTICE OF RESIGNATION BY THE ADMINISTRATIVE AGENT,
THE REQUIRED LENDERS SHALL APPOINT A SUCCESSOR ADMINISTRATIVE AGENT HEREUNDER OR
THEREUNDER WHO SHALL BE A COMMERCIAL BANK OR TRUST COMPANY REASONABLY ACCEPTABLE
TO THE BORROWER, WHICH ACCEPTANCE SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED
(PROVIDED THAT THE BORROWER'S APPROVAL SHALL NOT BE REQUIRED IF AN EVENT OF
DEFAULT THEN EXISTS).
(C)
IF A SUCCESSOR ADMINISTRATIVE AGENT SHALL NOT HAVE BEEN SO
APPOINTED WITHIN SUCH 15 BUSINESS DAY PERIOD, THE ADMINISTRATIVE AGENT, WITH THE
CONSENT OF THE BORROWER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED, PROVIDED THAT THE BORROWER'S CONSENT SHALL NOT BE REQUIRED