SYNDICATION AGENT MAY ON BEHALF OF THE LENDERS AND THE L/C ISSUER, APPOINT A
SUCCESSOR ADMINISTRATIVE AGENT MEETING THE QUALIFICATIONS SET FORTH ABOVE;
PROVIDED FURTHER THAT IF THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND
THE LENDERS THAT NO QUALIFYING PERSON HAS ACCEPTED SUCH APPOINTMENT AND THE
AGENTS IN THEIR REASONABLE DETERMINATION HAVE DETERMINED THAT NO SUCCESSOR
ADMINISTRATIVE AGENT MEETING THE QUALIFICATIONS SET FORTH ABOVE WILL ACCEPT SUCH
APPOINTMENT, THE AGENTS MAY ENGAGE A COMMERCIAL SERVICING COMPANY TO ACT IN THE
ROLE OF ADMINISTRATIVE AGENT, AT THE EXPENSE OF THE BORROWER (WITH THE CONSENT
OF THE BORROWER SO LONG AS THERE EXISTS NO EVENT OF DEFAULT, SUCH CONSENT NOT TO
BE UNREASONABLY WITHHELD).
IF NO SUCCESSOR ADMINISTRATIVE AGENT HAS BEEN
APPOINTED, AND NO SERVICING AGENT HAS BEEN ENGAGED BY THE AGENTS WITHIN 30 DAYS
AFTER COMMERCIALLY REASONABLE EFFORTS HAVE BEEN MADE BY THE AGENTS TO ENGAGE
SUCH SERVICING AGENT, THE ADMINISTRATIVE AGENT AND THE BORROWER WILL NEGOTIATE
IN GOOD FAITH (THE BORROWER'S CONSENT NOT TO BE UNREASONABLY WITHHELD) A NEW
AGENCY FEE FOR THE ADMINISTRATIVE AGENT BASED ON THE MARKET RATE UNDER THE
CIRCUMSTANCES OF THE LOAN, SUCH FEE TO COMPENSATE THE ADMINISTRATIVE AGENT FOR
THE ADMINISTRATIVE DUTIES TO BE CONDUCTED BY THE ADMINISTRATIVE AGENT IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND TO SUPERSEDE ANY
SUCH AGENCY FEE PAYABLE TO THE ADMINISTRATIVE AGENT UNDER ANY FEE LETTER.
UPON
THE ACCEPTANCE OF THE APPOINTMENT BY A SUCCESSOR ADMINISTRATIVE AGENT OR THE
ENGAGEMENT OF A SERVICING AGENT, (A) THE RESIGNATION OF THE ADMINISTRATIVE AGENT
SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SUCH NOTICE AND THE RETIRING
ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, (B) SUCH SUCCESSOR OR SERVICING
AGENT SHALL SUCCEED TO AND BECOME VESTED WITH ALL OF THE RIGHTS, POWERS,
PRIVILEGES AND DUTIES OF THE RETIRING (OR RETIRED) ADMINISTRATIVE AGENT, AND
(C) THE RETIRING ADMINISTRATIVE AGENT
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SHALL BE DISCHARGED FROM ALL OF ITS DUTIES AND OBLIGATIONS HEREUNDER OR UNDER
THE OTHER LOAN DOCUMENTS (IF NOT ALREADY DISCHARGED THEREFROM AS PROVIDED ABOVE
IN THIS SECTION).
THE FEES PAYABLE BY THE BORROWER TO A SUCCESSOR
ADMINISTRATIVE AGENT SHALL BE THE SAME AS THOSE PAYABLE TO ITS PREDECESSOR
UNLESS OTHERWISE AGREED BETWEEN THE BORROWER AND SUCH SUCCESSOR.
AFTER THE
RETIRING ADMINISTRATIVE AGENT'S RESIGNATION HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS, THE PROVISIONS OF THIS ARTICLE AND SECTION 10.04 SHALL CONTINUE IN
EFFECT FOR THE BENEFIT OF SUCH RETIRING ADMINISTRATIVE AGENT, ITS SUB-AGENTS AND
THEIR RESPECTIVE RELATED PARTIES IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO
BE TAKEN BY ANY OF THEM WHILE THE RETIRING ADMINISTRATIVE AGENT WAS ACTING AS
ADMINISTRATIVE AGENT.
Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as L/C Issuer.
Upon the
acceptance of a successor's appointment as Administrative Agent hereunder,
(a) such successor shall succeed to and become vested with all of the rights,
powers, privileges and duties of the retiring L/C Issuer, (b) the