BY THE REQUIRED LENDERS, AND
SHALL HAVE ACCEPTED SUCH APPOINTMENT, WITHIN 30 DAYS AFTER THE RETIRING AGENT'S
GIVING OF NOTICE OF RESIGNATION, THEN THE RETIRING AGENT MAY, ON BEHALF OF THE
LENDERS, APPOINT A SUCCESSOR AGENT, WHICH, UNLESS AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND IS CONTINUING, SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER AND
WHICH SHALL BE A COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE UNITED STATES
OR OF ANY STATE THEREOF AND HAVING A COMBINED CAPITAL AND SURPLUS OF AT LEAST
$250,000,000.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS AGENT HEREUNDER BY A
SUCCESSOR AGENT AND, IN THE CASE OF A SUCCESSOR COLLATERAL AGENT, UPON THE
EXECUTION AND FILING OR RECORDING OF SUCH FINANCING STATEMENTS, OR AMENDMENTS
THERETO, AND SUCH OTHER INSTRUMENTS OR NOTICES, AS MAY BE NECESSARY OR
DESIRABLE, OR AS THE REQUIRED LENDERS MAY REQUEST, IN ORDER TO CONTINUE THE
PERFECTION OF THE LIENS GRANTED OR PURPORTED TO BE GRANTED BY THE COLLATERAL
DOCUMENTS, SUCH SUCCESSOR AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL THE
RIGHTS, POWERS, DISCRETION, PRIVILEGES AND DUTIES OF THE RETIRING AGENT, AND THE
RETIRING AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE
LOAN DOCUMENTS.
IF WITHIN 45 DAYS AFTER WRITTEN NOTICE IS GIVEN OF THE RETIRING
AGENT'S RESIGNATION UNDER THIS SECTION 9.06 NO SUCCESSOR AGENT SHALL HAVE BEEN
APPOINTED AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, THEN ON SUCH 45TH DAY
(A) THE RETIRING AGENT'S RESIGNATION SHALL BECOME EFFECTIVE, (B) THE RETIRING
AGENT SHALL THEREUPON BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER THE
LOAN DOCUMENTS AND (C) THE REQUIRED LENDERS SHALL THEREAFTER PERFORM ALL DUTIES
OF THE RETIRING AGENT UNDER THE LOAN DOCUMENTS UNTIL SUCH TIME, IF ANY, AS THE
REQUIRED LENDERS APPOINT A SUCCESSOR AGENT AS PROVIDED ABOVE.
AFTER ANY
RETIRING AGENT'S RESIGNATION HEREUNDER AS AGENT SHALL HAVE BECOME EFFECTIVE, THE
PROVISIONS OF THIS ARTICLE IX SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN
OR OMITTED TO BE TAKEN BY IT WHILE IT WAS AGENT UNDER THIS AGREEMENT.
9.07
ARRANGER HAS NO LIABILITY.
IT IS UNDERSTOOD AND AGREED THAT THE
ARRANGER SHALL NOT HAVE ANY DUTIES, RESPONSIBILITIES OR LIABILITIES UNDER THIS
AGREEMENT WHATSOEVER.
9.08
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
IN CASE OF THE
PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY, LIQUIDATION, BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR OTHER JUDICIAL
PROCEEDING RELATIVE TO ANY LOAN PARTY, THE ADMINISTRATIVE AGENT (IRRESPECTIVE OF
WHETHER THE PRINCIPAL OF ANY LOAN OR L/C OBLIGATION SHALL THEN BE DUE AND
PAYABLE AS HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF
WHETHER THE ADMINISTRATIVE AGENT SHALL HAVE MADE ANY
102
DEMAND ON THE BORROWER) SHALL BE ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH
PROCEEDING OR OTHERWISE:
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE AMOUNT OF THE PRINCIPAL
AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS, L/C OBLIGATIONS AND ALL
OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER DOCUMENTS AS
MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE