CREDIT AGREEMENT.
IN THE EVENT THAT
AFTER
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PAYMENT AND DISTRIBUTION OF ANY AMOUNT BY AGENT BANK TO LENDERS, ANY LENDER OR
THIRD PARTY, INCLUDING BORROWER, ANY CREDITOR OF BORROWER OR GUARANTOR OR A
TRUSTEE IN BANKRUPTCY, RECOVERS FROM AGENT BANK ANY AMOUNT FOUND TO HAVE BEEN
WRONGFULLY PAID TO AGENT BANK OR DISBURSED BY AGENT BANK TO LENDERS, THEN
LENDERS, IN PROPORTION TO THEIR RESPECTIVE PRO RATA SHARES, SHALL REIMBURSE
AGENT BANK FOR ALL SUCH AMOUNTS.
NOTWITHSTANDING THE FOREGOING, AGENT BANK
SHALL NOT BE OBLIGATED TO ADVANCE LIABILITIES AND COSTS AND MAY REQUIRE THE
DEPOSIT BY EACH LENDER OF ITS PRO RATA SHARE OF ANY MATERIAL LIABILITIES AND
COSTS ANTICIPATED BY AGENT BANK BEFORE THEY ARE INCURRED OR MADE PAYABLE.
SECTION 9.08.
AGENT INDIVIDUALLY.
WITH RESPECT TO ITS PRO RATA SHARE
OF THE AGGREGATE COMMITMENT HEREUNDER AND THE BORROWINGS MADE BY IT, AGENT BANK
SHALL HAVE AND MAY EXERCISE THE SAME RIGHTS AND POWERS HEREUNDER AND IS SUBJECT
TO THE SAME OBLIGATIONS AND LIABILITIES AS AND TO THE EXTENT SET FORTH HEREIN
FOR ANY OTHER LENDER.
THE TERMS "LENDERS", "REQUISITE LENDERS" OR ANY SIMILAR
TERMS MAY INCLUDE AGENT BANK IN ITS INDIVIDUAL CAPACITY AS A LENDER OR ONE OF
THE REQUISITE LENDERS, BUT REQUISITE LENDERS SHALL NOT INCLUDE AGENT BANK SOLELY
IN ITS CAPACITY AS AGENT BANK AND NEED NOT NECESSARILY INCLUDE AGENT BANK IN ITS
CAPACITY AS A LENDER.
AGENT BANK AND ANY LENDER AND ITS AFFILIATES MAY ACCEPT
DEPOSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST
OR OTHER BUSINESS WITH BORROWER OR ANY OF ITS AFFILIATES AS IF IT WERE NOT
ACTING AS AGENT BANK OR LENDER PURSUANT HERETO.
SECTION 9.09.
SUCCESSOR AGENT BANK; RESIGNATION OF AGENT BANK; REMOVAL
OF AGENT BANK.
(A)
AGENT BANK MAY RESIGN FROM THE PERFORMANCE OF ALL ITS FUNCTIONS AND
DUTIES HEREUNDER AT ANY TIME BY GIVING AT LEAST THIRTY (30) BANKING BUSINESS
DAYS' PRIOR WRITTEN NOTICE TO LENDERS AND BORROWER, AND SHALL AUTOMATICALLY
CEASE TO BE AGENT BANK HEREUNDER IN THE EVENT A PETITION IN BANKRUPTCY SHALL BE
FILED BY OR AGAINST AGENT BANK OR THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AUTHORITY SHALL ASSUME CONTROL OF AGENT BANK OR AGENT
BANK'S INTERESTS UNDER THE BANK FACILITIES.
FURTHER, LENDERS (OTHER THAN AGENT
BANK) MAY UNANIMOUSLY REMOVE AGENT BANK AT ANY TIME UPON THE OCCURRENCE OF GROSS
NEGLIGENCE OR WILFUL MISCONDUCT BY AGENT BANK BY GIVING AT LEAST THIRTY (30)
BANKING BUSINESS DAYS' PRIOR WRITTEN NOTICE TO AGENT BANK, BORROWER AND ALL
OTHER LENDERS.
SUCH RESIGNATION OR REMOVAL SHALL TAKE EFFECT UPON THE
ACCEPTANCE BY A SUCCESSOR AGENT BANK OF APPOINTMENT PURSUANT TO CLAUSE (B) OR
(C).
(B)
UPON ANY SUCH NOTICE OF RESIGNATION BY OR REMOVAL OF AGENT BANK,
REQUISITE LENDERS SHALL APPOINT A SUCCESSOR AGENT BANK WHICH APPOINTMENT SHALL
BE SUBJECT TO BORROWER'S CONSENT (OTHER THAN UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT), WHICH SHALL NOT BE UNREASONABLY WITHHELD
OR DELAYED.
ANY SUCCESSOR AGENT BANK MUST BE