SUCH
ACTIVITIES, BANK OF AMERICA OR ITS AFFILIATES MAY RECEIVE INFORMATION REGARDING
BORROWER OR ITS AFFILIATES (INCLUDING INFORMATION THAT MAY BE SUBJECT TO
CONFIDENTIALITY OBLIGATIONS IN FAVOR OF BORROWER OR SUCH AFFILIATE) AND
ACKNOWLEDGE THAT THE ADMINISTRATIVE AGENT SHALL BE UNDER NO OBLIGATION TO
PROVIDE SUCH INFORMATION TO THEM.
WITH RESPECT TO ITS CREDIT EXTENSIONS, BANK
OF AMERICA SHALL HAVE THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AS ANY
OTHER LENDER AND MAY EXERCISE SUCH RIGHTS AND POWERS AS THOUGH IT WERE NOT THE
ADMINISTRATIVE AGENT, AND THE TERMS "LENDER" AND "LENDERS" INCLUDE BANK OF
AMERICA IN ITS INDIVIDUAL CAPACITY.
9.09
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT MAY RESIGN AS ADMINISTRATIVE AGENT UPON 30 DAYS' NOTICE TO THE LENDERS;
PROVIDED THAT ANY SUCH RESIGNATION BY BANK OF AMERICA SHALL ALSO CONSTITUTE ITS
RESIGNATION AS L/C ISSUER.
IF THE ADMINISTRATIVE AGENT RESIGNS UNDER THIS
AGREEMENT, THE REQUIRED LENDERS SHALL APPOINT FROM AMONG THE LENDERS A SUCCESSOR
ADMINISTRATIVE AGENT FOR THE LENDERS, WHICH SUCCESSOR ADMINISTRATIVE AGENT SHALL
BE CONSENTED TO BY THE BORROWER AT ALL TIMES OTHER THAN DURING THE EXISTENCE OF
AN EVENT OF DEFAULT (WHICH CONSENT OF THE BORROWER SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED).
IF NO SUCCESSOR ADMINISTRATIVE AGENT IS APPOINTED PRIOR
TO THE EFFECTIVE DATE OF THE RESIGNATION OF THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT MAY APPOINT, AFTER CONSULTING WITH THE LENDERS AND THE
BORROWER, A SUCCESSOR ADMINISTRATIVE AGENT FROM AMONG THE LENDERS.
UPON THE
ACCEPTANCE OF ITS APPOINTMENT AS SUCCESSOR ADMINISTRATIVE AGENT HEREUNDER,
(A) THE PERSON ACTING AS SUCH SUCCESSOR ADMINISTRATIVE AGENT SHALL SUCCEED TO
ALL THE RIGHTS, POWERS AND DUTIES OF THE RETIRING ADMINISTRATIVE AGENT AND L/C
ISSUER (B) THE TERM "ADMINISTRATIVE AGENT," SHALL MEAN SUCH SUCCESSOR
ADMINISTRATIVE AGENT, (C) THE TERM "L/C ISSUER" SHALL MEAN, WITH RESPECT TO BANK
OF AMERICA, SUCH SUCCESSOR LETTER OF CREDIT ISSUER, (D) THE RETIRING
ADMINISTRATIVE AGENT'S APPOINTMENT, POWERS AND DUTIES AS ADMINISTRATIVE AGENT
SHALL BE TERMINATED, AND (E) THE RETIRING L/C ISSUER'S RIGHTS, POWERS AND DUTIES
AS SUCH SHALL BE TERMINATED (SUBJECT TO SECTION 10.07(H)), WITHOUT ANY OTHER OR
FURTHER ACT OR DEED ON THE PART OF SUCH RETIRING L/C ISSUER OR ANY OTHER LENDER,
OTHER THAN THE OBLIGATION OF THE SUCCESSOR L/C ISSUER TO ISSUE LETTERS OF CREDIT
IN SUBSTITUTION FOR THE LETTERS OF CREDIT, IF ANY, OUTSTANDING AT THE TIME OF
SUCH SUCCESSION OR TO MAKE OTHER ARRANGEMENTS SATISFACTORY TO THE RETIRING L/C
ISSUER TO EFFECTIVELY ASSUME THE OBLIGATIONS OF THE RETIRING L/C ISSUER WITH
RESPECT TO SUCH LETTERS OF CREDIT.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S
RESIGNATION HEREUNDER AS ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS ARTICLE IX
AND SECTIONS 10.04 AND 10.05 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN
OR OMITTED TO BE TAKEN BY IT WHILE IT WAS ADMINISTRATIVE AGENT UNDER THIS
AGREEMENT.
IF NO
40
SUCCESSOR ADMINISTRATIVE AGENT HAS ACCEPTED APPOINTMENT AS ADMINISTRATIVE AGENT
BY THE DATE WHICH IS 30 DAYS FOLLOWING A RETIRING ADMINISTRATIVE AGENT'S NOTICE
OF RESIGNATION, THE RETIRING ADMINISTRATIVE AGENT'S RESIGNATION SHALL
NEVERTHELESS THEREUPON BECOME EFFECTIVE