ANY
OTHER LENDER AND BASED ON THE FINANCIAL STATEMENTS PREPARED BY THE BORROWER AND
SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND
WITHOUT RELIANCE UPON THE AGENT, THE ARRANGER OR ANY OTHER LENDER AND BASED ON
SUCH DOCUMENTS AND INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME,
CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
10.12
SUCCESSOR AGENT.
THE AGENT MAY RESIGN AT ANY TIME BY
GIVING WRITTEN NOTICE THEREOF TO THE LENDERS AND THE BORROWER, SUCH RESIGNATION
TO BE EFFECTIVE UPON THE APPOINTMENT OF A SUCCESSOR AGENT OR, IF NO SUCCESSOR
AGENT HAS BEEN APPOINTED, FORTY-FIVE DAYS AFTER THE RETIRING AGENT GIVES NOTICE
OF ITS INTENTION TO RESIGN.
UPON ANY SUCH RESIGNATION, THE REQUIRED LENDERS
SHALL HAVE THE RIGHT TO APPOINT, ON BEHALF OF THE BORROWER AND THE LENDERS, A
SUCCESSOR AGENT.
IF NO SUCCESSOR AGENT SHALL HAVE BEEN SO APPOINTED BY THE
REQUIRED LENDERS WITHIN THIRTY DAYS AFTER THE RESIGNING AGENT'S GIVING NOTICE OF
ITS INTENTION TO RESIGN, THEN THE RESIGNING AGENT MAY APPOINT, ON BEHALF OF THE
BORROWER AND THE LENDERS, A SUCCESSOR AGENT.
NOTWITHSTANDING THE PREVIOUS
SENTENCE, THE AGENT MAY AT ANY TIME WITHOUT THE CONSENT OF THE BORROWER OR ANY
LENDER, APPOINT ANY OF ITS AFFILIATES WHICH IS A COMMERCIAL BANK AS A SUCCESSOR
AGENT HEREUNDER.
IF THE AGENT HAS RESIGNED AND NO SUCCESSOR AGENT HAS BEEN
APPOINTED, THE LENDERS MAY PERFORM ALL THE DUTIES OF THE AGENT HEREUNDER AND THE
BORROWER SHALL MAKE ALL PAYMENTS IN RESPECT OF THE OBLIGATIONS TO THE APPLICABLE
LENDER AND FOR ALL OTHER PURPOSES SHALL DEAL DIRECTLY WITH THE LENDERS.
NO
SUCCESSOR AGENT SHALL BE DEEMED TO BE APPOINTED HEREUNDER UNTIL SUCH SUCCESSOR
AGENT HAS ACCEPTED THE APPOINTMENT.
ANY SUCH SUCCESSOR AGENT SHALL BE A
COMMERCIAL BANK HAVING CAPITAL AND RETAINED EARNINGS OF AT LEAST $100,000,000.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS AGENT HEREUNDER BY A SUCCESSOR AGENT,
SUCH SUCCESSOR AGENT SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE
RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RESIGNING AGENT.
UPON THE
EFFECTIVENESS OF THE RESIGNATION OF THE AGENT, THE RESIGNING AGENT SHALL BE
DISCHARGED FROM ITS DUTIES AND OBLIGATIONS HEREUNDER AND UNDER THE LOAN
DOCUMENTS.
AFTER THE EFFECTIVENESS OF THE RESIGNATION OR REMOVAL OF AN AGENT,
THE PROVISIONS OF THIS ARTICLE X SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF
SUCH AGENT IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT
WAS ACTING AS THE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
IN THE
EVENT THAT THERE IS A SUCCESSOR TO THE AGENT BY MERGER, OR THE AGENT ASSIGNS ITS
DUTIES AND
47
OBLIGATIONS TO AN AFFILIATE PURSUANT TO THIS SECTION 10.12, THEN THE TERM "PRIME
RATE" AS USED IN THIS AGREEMENT SHALL MEAN THE PRIME RATE,