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, THE PERSON ACTING AS SUCH SUCCESSOR
ADMINISTRATIVE AGENT SHALL SUCCEED TO ALL THE RIGHTS, POWERS AND DUTIES OF THE
RETIRING ADMINISTRATIVE AGENT AND SWING LINE LENDER AND THE RESPECTIVE TERMS
"ADMINISTRATIVE AGENT" AND "SWING LINE LENDER" SHALL MEAN SUCH SUCCESSOR
ADMINISTRATIVE AGENT AND SWING LINE LENDER, AND THE RETIRING ADMINISTRATIVE
AGENT'S APPOINTMENT, POWERS AND DUTIES AS ADMINISTRATIVE AGENT SHALL BE
TERMINATED AND THE RETIRING SWING LINE LENDER'S RIGHTS, POWERS AND DUTIES AS
SUCH SHALL BE TERMINATED, WITHOUT ANY OTHER OR FURTHER ACT OR DEED ON THE
PART OF SUCH RETIRING ADMINISTRATIVE AGENT OR SWING LINE LENDER OR ANY OTHER
LENDER. AFTER ANY RETIRING ADMINISTRATIVE AGENT'S RESIGNATION OR REMOVAL
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 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 OR REMOVAL BY THE REQUIRED LENDERS,
THE RETIRING ADMINISTRATIVE AGENT'S RESIGNATION OR REMOVAL SHALL NEVERTHELESS
THEREUPON BECOME EFFECTIVE AND THE LENDERS SHALL PERFORM ALL OF THE DUTIES OF
THE ADMINISTRATIVE AGENT HEREUNDER UNTIL SUCH TIME, IF ANY, AS THE REQUIRED
LENDERS APPOINT A SUCCESSOR AGENT AS PROVIDED FOR ABOVE.
9.10
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM. IN
CASE OF THE PENDENCY OF ANY RECEIVERSHIP, INSOLVENCY, LIQUIDATION, BANKRUPTCY,
REORGANIZATION, ARRANGEMENT, ADJUSTMENT, COMPOSITION OR OTHER JUDICIAL
PROCEEDING RELATIVE TO ANY LOAN PARTY, THE ADMINISTRATIVE AGENT (IRRESPECTIVE OF
WHETHER THE PRINCIPAL OF ANY LOAN OR L/C OBLIGATION SHALL THEN BE DUE AND
PAYABLE AS HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF
WHETHER THE ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND ON THE BORROWER)
SHALL BE ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH PROCEEDING OR OTHERWISE
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE
AMOUNT OF THE PRINCIPAL AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS,
L/C OBLIGATIONS AND ALL OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE
SUCH OTHER DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE
CLAIMS OF THE LENDERS AND THE ADMINISTRATIVE AGENT (INCLUDING ANY CLAIM FOR THE
REASONABLE COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF THE LENDERS AND
THE ADMINISTRATIVE AGENT AND THEIR RESPECTIVE AGENTS AND COUNSEL AND ALL OTHER
AMOUNTS DUE THE LENDERS AND THE ADMINISTRATIVE AGENT UNDER SECTIONS 2.03(I) AND
(J), 2.09 AND 10.04) ALLOWED IN SUCH JUDICIAL PROCEEDING; AND
(B)
TO COLLECT AND RECEIVE ANY MONIES OR OTHER
PROPERTY PAYABLE OR DELIVERABLE ON ANY SUCH CLAIMS AND TO DISTRIBUTE THE SAME;
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and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such