OR
RESPONSIBILITIES UNDER, THIS AGREEMENT TO THE EXTENT THAT THE AGENT IS NOT
REIMBURSED FOR SUCH EXPENSES BY TBC OR ANY OTHER BORROWER.
IN THE CASE OF ANY
INVESTIGATION, LITIGATION OR PROCEEDING GIVING RISE TO ANY INDEMNIFIED COSTS,
THIS SECTION 7.5 APPLIES WHETHER ANY SUCH INVESTIGATION, LITIGATION OR
PROCEEDING IS BROUGHT BY THE AGENT, ANY LENDER OR A THIRD PARTY.
7.6
SUCCESSOR AGENT.
THE AGENT MAY RESIGN AT ANY
TIME BY GIVING WRITTEN NOTICE THEREOF TO THE LENDERS AND TBC AND MAY BE REMOVED
AT ANY TIME WITH OR WITHOUT CAUSE BY THE MAJORITY LENDERS.
UPON ANY SUCH
RESIGNATION OR REMOVAL, THE MAJORITY LENDERS SHALL HAVE THE RIGHT, WITH THE
CONSENT OF TBC (IF NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING), WHICH
SHALL NOT BE UNREASONABLY WITHHELD, TO APPOINT A SUCCESSOR AGENT, WHICH SHALL BE
A COMMERCIAL BANK ORGANIZED OR LICENSED UNDER THE LAWS OF THE UNITED STATES OF
AMERICA OR OF ANY STATE THEREOF AND HAVING A COMBINED CAPITAL AND SURPLUS OF AT
LEAST $50,000,000.
IF NO SUCCESSOR AGENT
HAS BEEN SO APPOINTED BY THE MAJORITY
LENDERS, AND HAS ACCEPTED SUCH APPOINTMENT, WITHIN 30 DAYS AFTER THE RETIRING
AGENT'S GIVING OF NOTICE OF RESIGNATION OR THE REMOVAL OF THE RETIRING AGENT AS
PROVIDED HEREIN, THEN THE RETIRING AGENT MAY, ON BEHALF OF THE LENDERS, APPOINT
A SUCCESSOR AGENT WHICH MEETS THE REQUIREMENTS SET OUT IN THE PREVIOUS
SENTENCE.
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 RETIRING AGENT,
AND THE RETIRING AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS UNDER
THIS AGREEMENT.
AFTER ANY RETIRING AGENT'S RESIGNATION OR REMOVAL HEREUNDER AS
AGENT, THE PROVISIONS OF THIS ARTICLE 7 SHALL INURE TO ITS BENEFIT AS TO ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS AGENT UNDER THIS
AGREEMENT.
7.7
CERTAIN OBLIGATIONS MAY BE PERFORMED BY
AFFILIATES.
THE AGENT MAY APPOINT ANY OF ITS AFFILIATES TO PERFORM ITS
OBLIGATIONS HEREUNDER OTHER THAN ANY OBLIGATION REQUIRING THE AGENT TO RECEIVE,
PAY, OR OTHERWISE HANDLE FUNDS OR NOTES, AND PROVIDED THAT THE AGENT SHALL
CONTINUE TO BE RESPONSIBLE TO THE BORROWERS AND THE LENDERS FOR THE DUE
PERFORMANCE OF THE AGENT'S OBLIGATIONS UNDER THIS AGREEMENT.
7.8
OTHER AGENTS.
EACH LENDER HEREBY ACKNOWLEDGES
THAT NEITHER THE DOCUMENTATION AGENT, SYNDICATION AGENT NOR ANY OTHER LENDER
DESIGNATED AS ANY "AGENT" (OTHER THAN THE AGENT) ON THE SIGNATURE PAGES HEREOF
HAS ANY LIABILITY HEREUNDER OTHER THAN IN ITS CAPACITY AS A LENDER.
43
ARTICLE 8
MISCELLANEOUS
8.1
MODIFICATION, CONSENTS AND WAIVERS.
(A)
WAIVER.
NO FAILURE OR DELAY ON THE PART OF
ANY LENDER IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER HEREUNDER.
NO NOTICE TO OR DEMAND ON THE