AGENT, WHICH
SHALL BE A LENDER, IF A LENDER IS WILLING TO ACCEPT SUCH APPOINTMENT, OR
OTHERWISE SHALL BE A COMMERCIAL BANK OR FINANCIAL INSTITUTION OR A SUBSIDIARY OF
A COMMERCIAL BANK OR FINANCIAL INSTITUTION IF SUCH COMMERCIAL BANK OR FINANCIAL
INSTITUTION IS ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR OF
ANY STATE THEREOF AND HAS A COMBINED CAPITAL AND SURPLUS OF AT LEAST
$300,000,000.
IF NO SUCCESSOR AGENT HAS BEEN APPOINTED PURSUANT TO THE
FOREGOING, WITHIN THIRTY (30) DAYS AFTER THE DATE SUCH NOTICE OF RESIGNATION WAS
GIVEN BY THE RESIGNING AGENT, SUCH RESIGNATION SHALL BECOME EFFECTIVE AND THE
REQUISITE LENDERS SHALL THEREAFTER PERFORM ALL THE DUTIES OF AGENT HEREUNDER
UNTIL SUCH TIME, IF ANY, AS THE REQUISITE LENDERS APPOINT A SUCCESSOR AGENT AS
PROVIDED ABOVE. ANY SUCCESSOR AGENT APPOINTED BY AGENT OR REQUISITE LENDERS
HEREUNDER SHALL BE SUBJECT TO THE APPROVAL OF BORROWER, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD OR DELAYED; PROVIDED, THAT SUCH APPROVAL SHALL NOT BE
REQUIRED IF A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS AGENT HEREUNDER BY A SUCCESSOR AGENT,
SUCH SUCCESSOR AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS,
POWERS, PRIVILEGES AND DUTIES OF THE RESIGNING AGENT.
UPON THE EARLIER OF THE
ACCEPTANCE OF ANY APPOINTMENT AS AGENT HEREUNDER BY A SUCCESSOR AGENT OR THE
EFFECTIVE DATE OF THE RESIGNING AGENT'S RESIGNATION, THE RESIGNING AGENT SHALL
BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, EXCEPT THAT ANY INDEMNITY RIGHTS OR OTHER RIGHTS IN FAVOR OF
SUCH RESIGNING AGENT SHALL CONTINUE.
AFTER ANY RESIGNING AGENT'S RESIGNATION
HEREUNDER, THE PROVISIONS OF THIS SECTION 9 SHALL INURE TO ITS BENEFIT AS TO ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS ACTING AS AGENT UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
9.8
SETOFF AND SHARING OF PAYMENTS.
IN ADDITION
TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER APPLICABLE LAW AND NOT BY WAY OF
LIMITATION OF ANY SUCH RIGHTS, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF
ANY EVENT OF DEFAULT AND SUBJECT TO SECTION 9.9(F), EACH LENDER IS HEREBY
AUTHORIZED AT ANY TIME OR FROM TIME TO TIME, WITHOUT NOTICE TO ANY CREDIT PARTY
OR TO ANY OTHER PERSON, ANY SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED, TO OFFSET
AND TO APPROPRIATE AND TO APPLY ANY AND ALL BALANCES HELD BY IT AT ANY OF ITS
OFFICES FOR THE ACCOUNT OF BORROWER OR ANY GUARANTOR (REGARDLESS OF WHETHER SUCH
BALANCES ARE THEN DUE TO BORROWER OR ANY GUARANTOR) AND ANY OTHER PROPERTIES OR
ASSETS AT ANY TIME HELD OR OWING BY THAT LENDER OR THAT HOLDER TO OR FOR THE
CREDIT OR FOR THE ACCOUNT OF BORROWER OR ANY GUARANTOR AGAINST AND ON ACCOUNT OF
ANY OF THE OBLIGATIONS THAT ARE IF NOT PAID WHEN DUE.
ANY LENDER EXERCISING THE
FOREGOING RIGHT OF SETOFF OR OTHERWISE RECEIVING ANY PAYMENT ON ACCOUNT OF THE
OBLIGATIONS IN