MAKE ALL
PAYMENTS IN RESPECT OF THE OBLIGATIONS TO THE APPLICABLE LENDER AND FOR ALL
OTHER PURPOSES SHALL 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 JUNE 5, 2007, 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
77
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 DOCUMENTS.
(A) EACH LENDER AUTHORIZES THE AGENT TO ENTER
INTO AND REMAIN SUBJECT TO EACH OF THE COLLATERAL DOCUMENTS TO WHICH IT IS A
PARTY AND TO TAKE ALL ACTION CONTEMPLATED BY SUCH DOCUMENTS.
EACH LENDER AGREES
THAT NO HOLDER OF SECURED OBLIGATIONS (OTHER THAN THE AGENT) SHALL HAVE THE
RIGHT INDIVIDUALLY TO SEEK TO REALIZE UPON THE SECURITY GRANTED BY ANY
COLLATERAL DOCUMENT, IT BEING UNDERSTOOD AND AGREED THAT SUCH RIGHTS AND
REMEDIES MAY BE EXERCISED SOLELY BY THE AGENT FOR THE BENEFIT OF THE HOLDERS OF
SECURED OBLIGATIONS UPON THE TERMS OF THE COLLATERAL DOCUMENTS.
(b)
In the event that any Collateral is hereafter pledged by any Person as
collateral security for the Secured Obligations, the Agent is hereby authorized
to execute and deliver on behalf of the Holders of Secured Obligations any