WITH ALL THE ESTATES, PROPERTIES, RIGHTS, POWERS,
TRUSTS, DUTIES, AUTHORITY AND TITLE OF ITS PREDECESSOR OR THEIR PREDECESSORS;
BUT SUCH PREDECESSOR OR PREDECESSORS SHALL, NEVERTHELESS, ON THE WRITTEN REQUEST
OF THE INSTRUCTING GROUP, OR ITS OR THEIR SUCCESSOR AGENT OR AGENTS, EXECUTE AND
DELIVER AN INSTRUMENT TRANSFERRING TO SUCH SUCCESSOR OR SUCCESSORS ALL THE
ESTATES, PROPERTIES, RIGHTS, POWERS, TRUSTS, DUTIES, AUTHORITY AND TITLE OF SUCH
PREDECESSOR OR PREDECESSORS HEREUNDER AND SHALL DELIVER ALL SECURITIES AND
MONEYS HELD BY IT OR THEM TO SUCH SUCCESSOR AGENT OR AGENTS.
SHOULD ANY DEED,
CONVEYANCE OR OTHER INSTRUMENT IN WRITING FROM ANY ASSIGNOR OR FROM THE SECURED
PARTIES, AS APPLICABLE, BE REQUIRED BY ANY SUCCESSOR AGENT OR AGENTS FOR MORE
FULLY AND CERTAINLY VESTING IN SUCH SUCCESSOR AGENT OR AGENTS THE ESTATES,
PROPERTIES, RIGHTS, POWERS, TRUSTS, DUTIES, AUTHORITY AND TITLE VESTED OR
INTENDED TO BE VESTED IN THE PREDECESSOR AGENT OR AGENTS, ANY AND ALL SUCH
DEEDS, CONVEYANCES AND OTHER INSTRUMENTS IN WRITING SHALL, ON REQUEST OF SUCH
SUCCESSOR AGENT OR AGENTS, BE EXECUTED, ACKNOWLEDGED AND DELIVERED BY SUCH
ASSIGNOR AND THE SECURED PARTIES, AS APPLICABLE.
(D)
ANY REQUIRED FILING FOR RECORD OF THE INSTRUMENT APPOINTING A
SUCCESSOR AGENT OR AGENTS AS HEREINABOVE PROVIDED SHALL BE AT THE JOINT AND
SEVERAL EXPENSE OF THE ASSIGNORS.
THE RESIGNATION OF ANY AGENT OR AGENTS AND
THE INSTRUMENT OR INSTRUMENTS REMOVING ANY AGENT OR AGENTS, TOGETHER WITH ALL
OTHER INSTRUMENTS, DEEDS AND CONVEYANCES PROVIDED FOR IN THIS ARTICLE XI SHALL,
IF REQUIRED BY LAW, BE FORTHWITH RECORDED, REGISTERED AND FILED BY AND AT THE
JOINT AND SEVERAL EXPENSE OF THE ASSIGNORS, WHEREVER THIS AGREEMENT IS RECORDED,
REGISTERED AND FILED.
32
(E)
THE COLLATERAL AGENT'S OBLIGATIONS HEREUNDER ARE LIMITED TO THE
EXTENT SET FORTH IN SECTION 12.15 OF THE CREDIT AGREEMENT.
11.10
STATUS OF SUCCESSORS TO THE COLLATERAL AGENT.
EVERY SUCCESSOR TO THE
COLLATERAL AGENT APPOINTED PURSUANT TO SECTION 11.9 AND EVERY CO-AGENT APPOINTED
PURSUANT TO SECTION 11.9 SHALL BE A BANK OR TRUST COMPANY IN GOOD STANDING AND
HAVING POWER SO TO ACT, INCORPORATED UNDER THE LAWS OF THE UNITED STATES OR ANY
STATE THEREOF OR THE DISTRICT OF COLUMBIA, AND HAVING ITS PRINCIPAL CORPORATE
TRUST OFFICE WITHIN THE FORTY-EIGHT (48) CONTIGUOUS STATES OR THE DISTRICT OF
COLUMBIA AND SHALL ALSO HAVE CAPITAL, SURPLUS AND UNDIVIDED PROFITS OF NOT LESS
THAN FOUR HUNDRED MILLION DOLLARS ($400,000,000).
11.11
MERGER OF THE COLLATERAL AGENT.
ANY CORPORATION INTO WHICH THE
COLLATERAL AGENT SHALL BE MERGED, OR WITH WHICH IT SHALL BE CONSOLIDATED, OR ANY
CORPORATION RESULTING FROM ANY MERGER OR CONSOLIDATION TO WHICH THE COLLATERAL
AGENT SHALL BE A PARTY, SHALL BE THE COLLATERAL AGENT UNDER THIS AGREEMENT
WITHOUT THE EXECUTION OR FILING OF ANY PAPER OR ANY FURTHER ACT ON THE PART OF
THE PARTIES HERETO.
11.12
ADDITIONAL CO-AGENTS; SEPARATE AGENTS.
(A)
IF AT ANY TIME OR TIMES IT SHALL BE NECESSARY OR PRUDENT IN ORDER
TO CONFORM TO ANY LAW OF ANY JURISDICTION IN WHICH ANY OF THE COLLATERAL SHALL
BE LOCATED, OR THE COLLATERAL AGENT SHALL