LENDER OBTAIN POSSESSION OF ANY SUCH COLLATERAL, SUCH LENDER SHALL NOTIFY
AGENT THEREOF, AND, PROMPTLY UPON AGENT'S REQUEST THEREFOR SHALL DELIVER SUCH
COLLATERAL TO AGENT OR IN ACCORDANCE WITH AGENT'S INSTRUCTIONS.
12.13
SUCCESSOR AGENT.
AGENT MAY RESIGN AS AGENT UPON THIRTY (30) DAYS'
NOTICE TO LENDERS AND BORROWERS. IF AGENT RESIGNS UNDER THIS AGREEMENT, THE
REQUIRED LENDERS SHALL APPOINT FROM AMONG THE LENDERS A SUCCESSOR AGENT FOR
LENDERS. IF NO SUCCESSOR AGENT IS APPOINTED PRIOR TO THE EFFECTIVE DATE OF THE
RESIGNATION OF AGENT, AGENT MAY APPOINT, AFTER CONSULTING WITH LENDERS AND
BORROWERS, A SUCCESSOR AGENT FROM AMONG LENDERS. UPON THE ACCEPTANCE BY THE
LENDER SO SELECTED OF ITS APPOINTMENT AS SUCCESSOR AGENT HEREUNDER, SUCH
SUCCESSOR AGENT SHALL SUCCEED TO ALL OF THE RIGHTS, POWERS AND DUTIES OF THE
RETIRING AGENT AND THE TERM "AGENT" AS USED HEREIN AND IN THE OTHER FINANCING
AGREEMENTS SHALL MEAN SUCH SUCCESSOR AGENT AND THE RETIRING AGENT'S APPOINTMENT,
POWERS AND DUTIES AS AGENT SHALL BE TERMINATED. AFTER ANY RETIRING AGENT'S
RESIGNATION HEREUNDER AS AGENT, THE PROVISIONS OF THIS SECTION 12 SHALL INURE TO
ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED BY IT WHILE IT WAS AGENT UNDER
THIS AGREEMENT. IF NO SUCCESSOR AGENT HAS ACCEPTED APPOINTMENT AS AGENT BY THE
DATE WHICH IS THIRTY (30) DAYS AFTER THE DATE OF A RETIRING AGENT'S NOTICE OF
RESIGNATION, THE RETIRING AGENT'S RESIGNATION SHALL NONETHELESS THEREUPON BECOME
EFFECTIVE AND LENDERS SHALL PERFORM ALL OF THE DUTIES OF AGENT HEREUNDER UNTIL
SUCH TIME, IF ANY, AS THE REQUIRED LENDERS APPOINT A SUCCESSOR AGENT AS PROVIDED
FOR ABOVE.
13.
JOINT AND SEVERAL LIABILITY; SURETYSHIP WAIVERS.
13.1
INDEPENDENT OBLIGATIONS; SUBROGATION.
THE OBLIGATIONS OF EACH
BORROWER AND OF EACH GUARANTOR HEREUNDER ARE JOINT AND SEVERAL. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, EACH BORROWER AND GUARANTOR HEREBY WAIVES ANY CLAIM,
RIGHT OR REMEDY WHICH SUCH BORROWER OR GUARANTOR NOW HAS OR HEREAFTER ACQUIRES
AGAINST ANY OTHER BORROWER OR GUARANTOR THAT ARISES HEREUNDER INCLUDING, WITHOUT
LIMITATION, ANY CLAIM, REMEDY OR RIGHT OF SUBROGATION, REIMBURSEMENT,
EXONERATION, CONTRIBUTION, INDEMNIFICATION, OR PARTICIPATION IN ANY CLAIM, RIGHT
OR REMEDY OF AGENT OR ANY LENDER AGAINST ANY BORROWER OR GUARANTOR OR ANY
COLLATERAL WHICH AGENT OR ANY LENDER NOW HAS OR HEREAFTER ACQUIRES, WHETHER OR
NOT SUCH CLAIM, RIGHT OR REMEDY ARISES IN EQUITY, UNDER CONTRACT, BY STATUTE,
UNDER COMMON LAW OR OTHERWISE UNTIL THE OBLIGATIONS ARE FULLY PAID AND FINALLY
DISCHARGED. IN ADDITION, EACH BORROWER AND GUARANTOR HEREBY WAIVES ANY RIGHT TO
PROCEED AGAINST THE OTHER BORROWERS AND GUARANTORS, NOW OR HEREAFTER, FOR
CONTRIBUTION, INDEMNITY, REIMBURSEMENT, AND ANY OTHER SURETYSHIP RIGHTS AND
CLAIMS, WHETHER DIRECT OR INDIRECT, LIQUIDATED OR CONTINGENT, WHETHER ARISING
UNDER EXPRESS OR IMPLIED CONTRACT OR BY OPERATION OF LAW, WHICH ANY BORROWER OR
GUARANTOR MAY NOW HAVE OR HEREAFTER HAVE AS
123
against the other Borrowers and Guarantors with respect to the Obligations until
the Obligations are fully paid and finally discharged. Each Borrower and
Guarantor also hereby waives any rights of recourse to or with respect to any
asset