A SUCCESSOR
ADMINISTRATIVE AGENT HEREUNDER.
IF THE ADMINISTRATIVE AGENT HAS RESIGNED AND NO
SUCCESSOR ADMINISTRATIVE AGENT HAS BEEN APPOINTED, THE LENDERS MAY PERFORM ALL
THE DUTIES OF THE ADMINISTRATIVE 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
ADMINISTRATIVE AGENT SHALL BE DEEMED TO BE APPOINTED HEREUNDER UNTIL SUCH
SUCCESSOR ADMINISTRATIVE AGENT HAS ACCEPTED THE APPOINTMENT. ANY SUCH SUCCESSOR
ADMINISTRATIVE AGENT SHALL BE A COMMERCIAL BANK HAVING CAPITAL AND RETAINED
EARNINGS OF AT LEAST $100,000,000.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS
ADMINISTRATIVE AGENT HEREUNDER BY A SUCCESSOR ADMINISTRATIVE AGENT, SUCH
SUCCESSOR ADMINISTRATIVE AGENT SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH
ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF THE RESIGNING ADMINISTRATIVE
AGENT.
UPON THE EFFECTIVENESS OF THE RESIGNATION OF THE ADMINISTRATIVE AGENT,
THE RESIGNING ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND
OBLIGATIONS HEREUNDER AND UNDER THE LOAN DOCUMENTS.
AFTER THE EFFECTIVENESS OF
THE RESIGNATION OF AN ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS ARTICLE X
SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF SUCH ADMINISTRATIVE AGENT IN RESPECT
OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS ACTING AS THE
ADMINISTRATIVE AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
IN THE EVENT
THAT THERE IS A SUCCESSOR TO THE ADMINISTRATIVE AGENT BY MERGER, OR THE
ADMINISTRATIVE AGENT ASSIGNS ITS DUTIES AND 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, BASE RATE OR OTHER ANALOGOUS RATE OF THE NEW
ADMINISTRATIVE AGENT.
10.13.
ADMINISTRATIVE AGENT AND ARRANGERS' FEES.
THE BORROWER AGREES TO
PAY TO THE ADMINISTRATIVE AGENT AND THE ARRANGERS, FOR THEIR RESPECTIVE
ACCOUNTS, THE FEES AGREED TO BY THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
ARRANGERS PURSUANT TO THE LETTER AGREEMENTS DATED OCTOBER 22, 2009, OR AS
OTHERWISE AGREED FROM TIME TO TIME.
10.14.
DELEGATION TO AFFILIATES.
THE BORROWER AND THE LENDERS AGREE THAT
THE ADMINISTRATIVE AGENT MAY DELEGATE ANY OF ITS DUTIES UNDER THIS AGREEMENT TO
ANY OF ITS AFFILIATES.
ANY SUCH AFFILIATE (AND SUCH AFFILIATE'S DIRECTORS,
OFFICERS, AGENTS AND EMPLOYEES) WHICH PERFORMS DUTIES IN CONNECTION WITH
74
THIS AGREEMENT SHALL BE ENTITLED TO THE SAME BENEFITS OF THE INDEMNIFICATION,
WAIVER AND OTHER PROTECTIVE PROVISIONS TO WHICH THE ADMINISTRATIVE AGENT IS
ENTITLED UNDER ARTICLES IX AND X.
10.15.
CO-AGENTS, DOCUMENTATION AGENTS, SYNDICATION AGENT, ETC.
NEITHER
ANY OF THE LENDERS IDENTIFIED IN THIS AGREEMENT AS A "CO-AGENT" NOR THE
DOCUMENTATION AGENTS OR THE SYNDICATION AGENT SHALL HAVE ANY RIGHT, POWER,
OBLIGATION, LIABILITY, RESPONSIBILITY OR DUTY UNDER THIS AGREEMENT OTHER THAN
THOSE APPLICABLE TO ALL LENDERS AS SUCH.
WITHOUT LIMITING THE FOREGOING, NONE
OF SUCH LENDERS SHALL HAVE OR BE DEEMED TO HAVE A FIDUCIARY RELATIONSHIP WITH
ANY LENDER.
EACH LENDER HEREBY MAKES THE SAME ACKNOWLEDGMENTS WITH RESPECT TO
SUCH LENDERS AS IT MAKES WITH RESPECT TO THE AGENT IN SECTION 10.11.
10.16.
COLLATERAL DOCUMENTS.