ANY OTHER LOAN DOCUMENT OR SECURITY
DOCUMENT OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN
CONNECTION WITH OR AS CONTEMPLATED BY THIS AGREEMENT.
EACH OF THE BANKS
ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT OR OTHER BANK AND BASED ON SUCH DOCUMENTS AND INFORMATION
AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN CREDIT
DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT.
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8.12.
SUCCESSOR ADMINISTRATIVE AGENT.
CITIZENS, OR ANY
SUCCESSOR ADMINISTRATIVE AGENT, MAY RESIGN AS ADMINISTRATIVE AGENT AT ANY TIME
BY GIVING 30 DAYS PRIOR WRITTEN NOTICE THEREOF TO THE BANKS AND TO THE
BORROWER.
UPON ANY SUCH RESIGNATION, THE BANKS SHALL HAVE THE RIGHT TO APPOINT
A SUCCESSOR ADMINISTRATIVE AGENT, WHICH SUCCESSOR ADMINISTRATIVE AGENT SHALL BE
REASONABLY ACCEPTABLE TO THE BORROWER.
IF NO SUCCESSOR ADMINISTRATIVE AGENT
SHALL HAVE BEEN SO APPOINTED BY THE BANKS, AND SHALL HAVE ACCEPTED SUCH
APPOINTMENT, WITHIN 30 DAYS AFTER THE RETIRING ADMINISTRATIVE AGENT'S GIVING OF
NOTICE OF RESIGNATION, THEN THE RETIRING ADMINISTRATIVE AGENT MAY, ON BEHALF OF
THE BANKS, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT, WHICH SHALL BE A COMMERCIAL
BANK (OR AFFILIATE THEREOF) OR SAVINGS AND LOAN ASSOCIATION ORGANIZED UNDER THE
LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF OR UNDER THE LAWS OF
ANOTHER COUNTRY WHICH IS DOING BUSINESS IN THE UNITED STATES OF AMERICA OR ANY
STATE THEREOF AND HAVING A COMBINED CAPITAL, SURPLUS AND UNDIVIDED PROFITS OF AT
LEAST $100,000,000 AND SHALL BE REASONABLY ACCEPTABLE TO THE BORROWER.
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 RETIRING ADMINISTRATIVE AGENT, AND THE RETIRING ADMINISTRATIVE AGENT
SHALL BE DISCHARGED FROM ALL FURTHER DUTIES AND OBLIGATIONS UNDER THIS
AGREEMENT.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION OR REMOVAL
HEREUNDER AS ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS SECTION VIII 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.
8.13.
OTHER AGENTS.
THE DOCUMENTATION AGENT AND
SYNDICATION AGENT SHALL HAVE NO RIGHTS OR OBLIGATIONS IN THEIR RESPECTIVE
CAPACITIES AS SUCH AGENTS.
SECTION IX
MISCELLANEOUS
9.1.
NOTICES.
UNLESS OTHERWISE SPECIFIED HEREIN,
ALL NOTICES HEREUNDER TO ANY PARTY HERETO SHALL BE IN WRITING AND SHALL BE
DEEMED TO HAVE BEEN GIVEN WHEN DELIVERED BY HAND, WHEN PROPERLY DEPOSITED IN THE
MAILS POSTAGE PREPAID, WHEN SENT BY ELECTRONIC FACSIMILE TRANSMISSION, OR WHEN
DELIVERED TO AN OVERNIGHT COURIER, ADDRESSED TO SUCH PARTY AT ITS ADDRESS
INDICATED BELOW:
If to the Borrower, at
c/o Mac-Gray Corporation
22 Water Street
Cambridge, Massachusetts 02141
Attention:
Stewart Gray MacDonald, Jr.,
Chairman and
Chief Executive Officer
Telecopy:
(617) 492-5386
with a copy to
Goodwin Procter, LLP
Exchange Place
Boston, Massachusetts 02109-2881
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Attention:
Stuart M. Cable, Esq.
Telecopy:
(617) 523-1231
If to the Administrative Agent or Citizens, at
Citizens Bank of Massachusetts
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