HEREINAFTER PROVIDED.
UPON ANY SUCH NOTICE OF RESIGNATION,
THE BANKS SHALL JOINTLY APPOINT A SUCCESSOR AGENT UPON WRITTEN NOTICE TO THE
BORROWER AND THE WITHDRAWING AGENT, AND PROVIDED THAT NO DEFAULT OR EVENT OF
DEFAULT EXISTS, THE BORROWER SHALL HAVE THE RIGHT TO CONSENT TO SUCH APPOINTMENT
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED).
IF NO SUCCESSOR
AGENT SHALL HAVE BEEN JOINTLY APPOINTED BY SUCH BANKS (AND, IF REQUIRED,
CONSENTED TO BY THE BORROWER) AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN
THIRTY (30) DAYS AFTER THE WITHDRAWING AGENT SHALL HAVE GIVEN NOTICE OF
RESIGNATION, THE ADMINISTRATIVE AGENT (UNLESS IT IS THE WITHDRAWING AGENT, IN
WHICH EVENT THE BANK OR BANKS HAVING THE LARGEST COMMITMENT PERCENTAGE) MAY,
UPON NOTICE TO THE BORROWER AND THE BANKS, APPOINT A SUCCESSOR AGENT.
UPON ITS
ACCEPTANCE OF ANY APPOINTMENT AS AN AGENT HEREUNDER, THE SUCCESSOR AGENT SHALL
SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES
OF ITS PREDECESSOR, AND THE WITHDRAWING AGENT SHALL BE DISCHARGED FROM ITS
DUTIES AND OBLIGATIONS AS AN AGENT UNDER THE LOAN DOCUMENTS.
AFTER AN AGENT'S
RESIGNATION HEREUNDER, THE PROVISIONS HEREOF SHALL INURE TO ITS BENEFIT AS TO
ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS AN AGENT UNDER THE
LOAN DOCUMENTS AND IT SHALL ALSO CONTINUE TO BE ENTITLED TO THE INDEMNITIES
PROVIDED HEREUNDER INSOFAR AS THEY RELATE TO EVENTS WHICH OCCURRED WHILE IT WAS
AN AGENT HEREUNDER.
SECTION 9.12.
ALLOCATIONS MADE BY THE ADMINISTRATIVE AGENT.
AS BETWEEN
THE ADMINISTRATIVE AGENT AND THE BANKS, UNLESS A BANK OBJECTING TO A
DETERMINATION OR ALLOCATION MADE BY THE ADMINISTRATIVE AGENT PURSUANT TO THIS
AGREEMENT DELIVERS TO THE ADMINISTRATIVE AGENT WRITTEN NOTICE OF SUCH OBJECTION
WITHIN ONE HUNDRED TWENTY (120) DAYS AFTER THE DATE ANY DISTRIBUTION WAS MADE BY
THE ADMINISTRATIVE AGENT, SUCH DETERMINATION OR ALLOCATION SHALL BE CONCLUSIVE
ON SUCH ONE HUNDRED TWENTIETH DAY AND ONLY THOSE ITEMS EXPRESSLY OBJECTED TO IN
SUCH NOTICE SHALL BE DEEMED DISPUTED BY SUCH BANK.
THE ADMINISTRATIVE AGENT
SHALL NOT HAVE ANY DUTY TO INQUIRE AS TO THE APPLICATION BY THE BANKS OF ANY
AMOUNTS DISTRIBUTED TO THEM.
ARTICLE X
ADDITIONAL LENDERS, ASSIGNMENTS AND PARTICIPATIONS
SECTION 10.01.
ADDITIONAL BANKS.
ANY COMMERCIAL LENDER, OTHER FINANCIAL
INSTITUTION OR OTHER ENTITY (AN "ADDITIONAL BANK") MAY JOIN THIS AGREEMENT WITH
THE CONSENT OF THE BORROWER, THE SECURITY AGENT AND THE ADMINISTRATIVE AGENT
(ACTING IN THEIR SOLE DISCRETION) AND WITHOUT THE NECESSITY OF OBTAINING THE
CONSENT OF ANY OF THE BANKS THEN A PARTY HERETO, BY EXECUTING AND DELIVERING TO
THE BORROWER, THE SECURITY AGENT AND THE ADMINISTRATIVE AGENT AN AGREEMENT IN
SUBSTANTIALLY THE FORM OF EXHIBIT P HERETO (A "JOINDER AGREEMENT"), DULY
COMPLETED, ACCEPTING ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
UPON
EXECUTION AND DELIVERY OF SUCH JOINDER AGREEMENT, AND SUBJECT TO SUCH CONSENT,
SUCH
71
ADDITIONAL BANK SHALL BE A "BANK" FOR ALL PURPOSES OF THE LOAN DOCUMENTS, AND
SCHEDULE 1.01(A) SHALL BE MODIFIED BY THE ADMINISTRATIVE AGENT TO REFLECT SUCH
JOINDER.
UPON SUCH ADDITIONAL