IF SO DIRECTED BY THE REQUISITE LENDERS, REQUISITE
REVOLVING LENDERS OR SUCH OTHER PORTION OF THE LENDERS AS SHALL BE PRESCRIBED BY
THIS AGREEMENT UNTIL SUCH ADDITIONAL INDEMNITY IS FURNISHED.
THE OBLIGATIONS OF
LENDERS UNDER THIS SECTION 8.2(J) SHALL SURVIVE THE PAYMENT IN FULL OF THE
OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
(K)
AGENT INDIVIDUALLY.
WITH RESPECT TO ITS COMMITMENTS
HEREUNDER, SUNTRUST (OR ANY SUCCESSOR AGENT) 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," "REQUISITE REVOLVING LENDERS" OR ANY
SIMILAR TERMS SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE
SUNTRUST (OR ANY SUCCESSOR AGENT) IN ITS INDIVIDUAL CAPACITY AS A LENDER OR ONE
OF THE REQUISITE LENDERS OR REQUISITE REVOLVING LENDERS.
SUNTRUST (OR ANY
SUCCESSOR AGENT), EITHER DIRECTLY OR THROUGH STRATEGIC AFFILIATIONS, MAY LEND
MONEY TO, ACQUIRE EQUITY OR OTHER OWNERSHIP INTERESTS IN, PROVIDE ADVISORY
SERVICES TO AND GENERALLY ENGAGE IN ANY KIND OF BANKING, TRUST OR OTHER BUSINESS
WITH ANY CREDIT PARTY AND ANY SUBSIDIARY OF ANY CREDIT PARTY AS IF IT WERE NOT
ACTING AS AGENT PURSUANT HERETO AND WITHOUT ANY DUTY TO ACCOUNT THEREFOR TO
LENDERS.
SUNTRUST (OR ANY SUCCESSOR AGENT), EITHER DIRECTLY OR THROUGH
STRATEGIC AFFILIATIONS, MAY ACCEPT FEES AND OTHER CONSIDERATION FROM ANY CREDIT
PARTY AND ANY SUBSIDIARY OF ANY CREDIT PARTY FOR SERVICES IN CONNECTION WITH
THIS AGREEMENT OR OTHERWISE WITHOUT HAVING TO ACCOUNT FOR THE SAME TO LENDERS.
(L)
SUCCESSOR AGENT.
(I)
RESIGNATION AND REMOVAL.
(A)
AGENT MAY RESIGN FROM THE PERFORMANCE OF ALL ITS AGENCY FUNCTIONS AND DUTIES
HEREUNDER AT ANY TIME BY GIVING AT LEAST THIRTY (30) BUSINESS DAYS' PRIOR
WRITTEN NOTICE TO BORROWER AND LENDERS AND (B) BORROWER MAY REMOVE AGENT IF
AGENT IS A DEFAULTING LENDER; PROVIDED, HOWEVER, THAT THE BORROWER MAY NOT
REMOVE THE AGENT IF AGENT IS A DEFAULTING LENDER EITHER (X) AS A RESULT OF
CLAUSE (III) OF THE DEFINITION THEREOF OR (Y) AS A RESULT OF A LENDER INSOLVENCY
EVENT UNDER CLAUSE (V) OF THE DEFINITION OF DEFAULTING LENDER WITH RESPECT TO
THE PARENT COMPANY OF THE AGENT.
SUCH RESIGNATION OR REMOVAL SHALL TAKE EFFECT
UPON THE ACCEPTANCE BY A SUCCESSOR AGENT OF APPOINTMENT PURSUANT TO CLAUSE (II)
BELOW OR AS OTHERWISE PROVIDED IN CLAUSE (II) BELOW.
(II)
APPOINTMENT OF SUCCESSOR.
UPON
ANY SUCH NOTICE OF RESIGNATION OR REMOVAL PURSUANT TO CLAUSE (I) ABOVE,
REQUISITE LENDERS SHALL APPOINT A SUCCESSOR AGENT TO SERVE AS AGENT WHICH,
UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, SHALL BE REASONABLY
ACCEPTABLE TO BORROWER.
IF A SUCCESSOR AGENT SHALL NOT HAVE BEEN SO APPOINTED
WITHIN THE THIRTY (30) BUSINESS DAY PERIOD REFERRED TO IN CLAUSE (I) ABOVE, THE
RETIRING AGENT, UPON NOTICE TO BORROWER, SHALL THEN APPOINT A SUCCESSOR AGENT
WHO SHALL SERVE AS AGENT UNTIL SUCH TIME, IF ANY, AS REQUISITE LENDERS APPOINT A
SUCCESSOR AGENT AS PROVIDED ABOVE.
69
(III)
SUCCESSOR AGENT.
UPON THE