BE REQUIRED ONLY SO LONG
AS NO DEFAULT SHALL BE CONTINUING), HAVE THE RIGHT TO APPOINT, ON BEHALF OF THE
BORROWER AND THE LENDERS, A SUCCESSOR AGENT.
IF NO SUCCESSOR AGENT SHALL HAVE
BEEN SO APPOINTED BY THE REQUIRED LENDERS WITHIN FORTY-FIVE DAYS AFTER THE
RESIGNING AGENT'S GIVING NOTICE OF ITS INTENTION TO RESIGN, THEN THE RESIGNING
AGENT MAY APPOINT, ON BEHALF OF THE BORROWER AND THE LENDERS, A SUCCESSOR
AGENT.
NOTWITHSTANDING THE PREVIOUS SENTENCE, THE AGENT MAY AT ANY TIME WITHOUT
THE CONSENT OF THE BORROWER OR ANY LENDER, APPOINT ANY OF ITS AFFILIATES WHICH
IS A COMMERCIAL BANK AS A SUCCESSOR AGENT HEREUNDER.
IF THE AGENT HAS RESIGNED
OR BEEN REMOVED AND NO SUCCESSOR AGENT HAS BEEN APPOINTED, THE LENDERS MAY
PERFORM ALL THE DUTIES OF THE AGENT HEREUNDER AND THE BORROWER SHALL MAKE ALL
PAYMENTS IN RESPECT OF THE OBLIGATIONS TO THE APPLICABLE LENDER AND FOR ALL
OTHER PURPOSES SHALL
78
DEAL DIRECTLY WITH THE LENDERS.
NO SUCCESSOR AGENT SHALL BE DEEMED TO BE
APPOINTED HEREUNDER UNTIL SUCH SUCCESSOR AGENT HAS ACCEPTED THE APPOINTMENT.
ANY SUCH SUCCESSOR AGENT SHALL BE A COMMERCIAL BANK HAVING CAPITAL AND RETAINED
EARNINGS OF AT LEAST $500,000,000.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS
AGENT HEREUNDER BY A SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL THEREUPON
SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES
OF THE RESIGNING OR REMOVED AGENT.
UPON THE EFFECTIVENESS OF THE RESIGNATION OR
REMOVAL OF THE AGENT, THE RESIGNING OR REMOVED AGENT SHALL BE DISCHARGED FROM
ANY FURTHER DUTIES AND OBLIGATIONS HEREUNDER AND UNDER THE LOAN DOCUMENTS.
AFTER THE EFFECTIVENESS OF THE RESIGNATION OR REMOVAL OF AN AGENT, THE
PROVISIONS OF THIS ARTICLE X SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF SUCH
AGENT IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS
ACTING AS THE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
IN THE EVENT
THAT THERE IS A SUCCESSOR TO THE AGENT BY MERGER, OR THE AGENT ASSIGNS ITS
DUTIES AND OBLIGATIONS TO AN AFFILIATE PURSUANT TO THIS SECTION 10.12, THEN THE
TERM "PRIME RATE" AS USED IN THIS AGREEMENT SHALL MEAN THE PRIME RATE, BASE RATE
OR OTHER ANALOGOUS RATE OF THE NEW AGENT.
10.13.
AGENT AND ARRANGER FEES.
THE BORROWER AGREES TO PAY TO
THE AGENT AND THE ARRANGER, FOR THEIR RESPECTIVE ACCOUNTS, THE FEES AGREED TO BY
THE BORROWER, THE AGENT AND THE ARRANGER PURSUANT TO THAT CERTAIN LETTER
AGREEMENT DATED AUGUST 19, 2005, OR AS OTHERWISE AGREED IN WRITING FROM TIME TO
TIME.
10.14.
DELEGATION TO AFFILIATES.
THE PARENT, THE BORROWER AND
THE LENDERS AGREE THAT THE AGENT MAY DELEGATE ANY OF ITS DUTIES UNDER THIS
AGREEMENT TO ANY OF ITS AFFILIATES.
ANY SUCH AFFILIATE (AND SUCH AFFILIATE'S
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES) WHICH PERFORMS DUTIES IN CONNECTION
WITH THIS AGREEMENT SHALL BE ENTITLED TO THE SAME BENEFITS OF THE
INDEMNIFICATION, WAIVER AND OTHER PROTECTIVE PROVISIONS TO WHICH THE AGENT IS
ENTITLED UNDER ARTICLES IX AND X.
10.15.
COLLATERAL