AND FILED FOR RECORD IN EACH
PUBLIC OFFICE, IF ANY, IN WHICH THIS AGREEMENT IS REQUIRED TO BE FILED.
IF NO
AGENT OR AGENTS SHALL BE APPOINTED AND APPROVED WITHIN THIRTY (30) DAYS FROM THE
DATE THE COLLATERAL AGENT BECOMES INCAPABLE OF ACTING OR A VACANCY SHALL OCCUR
IN THE OFFICE OF COLLATERAL AGENT, ANY ASSIGNOR OR ANY SECURED PARTY MAY APPLY
TO ANY COURT OF COMPETENT JURISDICTION TO APPOINT A SUCCESSOR AGENT OR AGENTS TO
ACT UNTIL SUCH TIME, IF ANY, AS A SUCCESSOR AGENT OR AGENTS SHALL HAVE BEEN
APPOINTED AS ABOVE PROVIDED.
ANY SUCCESSOR AGENT OR AGENTS SO APPOINTED BY SUCH
COURT SHALL IMMEDIATELY AND WITHOUT FURTHER ACT BE SUPERSEDED BY ANY SUCCESSOR
AGENT OR AGENTS APPROVED BY THE INSTRUCTING GROUP AS ABOVE PROVIDED.
30
(C)
THE APPOINTMENT AND DESIGNATION REFERRED TO IN SECTION 11.6(A) OR
11.6(B) SHALL, AFTER ANY REQUIRED FILING, BE FULL EVIDENCE OF THE RIGHT AND
AUTHORITY TO MAKE THE SAME AND OF ALL THE FACTS THEREIN RECITED, AND THIS
AGREEMENT SHALL VEST IN SUCH SUCCESSOR AGENT OR AGENTS, WITHOUT ANY FURTHER ACT,
DEED OR CONVEYANCE, ALL OF THE ESTATE AND TITLE OF ITS PREDECESSOR OR THEIR
PREDECESSORS, AND UPON SUCH FILING FOR RECORD THE SUCCESSOR AGENT OR AGENTS
SHALL BECOME FULLY VESTED WITH ALL THE ESTATES, PROPERTIES, RIGHTS, POWERS,
TRUSTS, DUTIES, AUTHORITY AND TITLE OF ITS PREDECESSOR OR THEIR PREDECESSORS;
BUT SUCH PREDECESSOR OR PREDECESSORS SHALL, NEVERTHELESS, ON THE WRITTEN REQUEST
OF THE INSTRUCTING GROUP, OR ITS OR THEIR SUCCESSOR AGENT OR AGENTS, EXECUTE AND
DELIVER AN INSTRUMENT TRANSFERRING TO SUCH SUCCESSOR OR SUCCESSORS ALL THE
ESTATES, PROPERTIES, RIGHTS, POWERS, TRUSTS, DUTIES, AUTHORITY AND TITLE OF SUCH
PREDECESSOR OR PREDECESSORS HEREUNDER AND SHALL DELIVER ALL SECURITIES AND
MONEYS HELD BY IT OR THEM TO SUCH SUCCESSOR AGENT OR AGENTS.
SHOULD ANY DEED,
CONVEYANCE OR OTHER INSTRUMENT IN WRITING FROM ANY ASSIGNOR OR FROM THE SECURED
PARTIES, AS APPLICABLE, BE REQUIRED BY ANY SUCCESSOR AGENT OR AGENTS FOR MORE
FULLY AND CERTAINLY VESTING IN SUCH SUCCESSOR AGENT OR AGENTS THE ESTATES,
PROPERTIES, RIGHTS, POWERS, TRUSTS, DUTIES, AUTHORITY AND TITLE VESTED OR
INTENDED TO BE VESTED IN THE PREDECESSOR AGENT OR AGENTS, ANY AND ALL SUCH
DEEDS, CONVEYANCES AND OTHER INSTRUMENTS IN WRITING SHALL, ON REQUEST OF SUCH
SUCCESSOR AGENT OR AGENTS, BE EXECUTED, ACKNOWLEDGED AND DELIVERED BY SUCH
ASSIGNOR AND THE SECURED PARTIES, AS APPLICABLE.
(D)
ANY REQUIRED FILING FOR RECORD OF THE INSTRUMENT APPOINTING A
SUCCESSOR AGENT OR AGENTS AS HEREINABOVE PROVIDED SHALL BE AT THE JOINT AND
SEVERAL EXPENSE OF THE ASSIGNORS.
THE RESIGNATION OF ANY AGENT OR AGENTS AND
THE INSTRUMENT OR INSTRUMENTS REMOVING ANY AGENT OR AGENTS, TOGETHER WITH ALL
OTHER INSTRUMENTS, DEEDS AND CONVEYANCES PROVIDED FOR IN THIS ARTICLE XI SHALL,
IF REQUIRED BY LAW, BE FORTHWITH RECORDED, REGISTERED AND FILED BY AND AT THE
JOINT AND SEVERAL EXPENSE OF THE ASSIGNORS, WHEREVER THIS AGREEMENT IS RECORDED,
REGISTERED AND FILED.
(E)
THE COLLATERAL AGENT'S OBLIGATIONS HEREUNDER ARE LIMITED TO THE
EXTENT SET FORTH IN SECTION 12.17(C) OF THE