BY BORROWER EFFECTIVE UPON APPOINTMENT OF A
SUCCESSOR ADMINISTRATIVE AGENT AND/OR ISSUING BANK BY BORROWER, SUBJECT TO THE
APPROVAL OF THE REQUIRED LENDERS, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED.
UPON THE ACCEPTANCE OF ITS 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 AND
DUTIES OF THE RETIRING ADMINISTRATIVE AGENT, AND THE RETIRING ADMINISTRATIVE
AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND OBLIGATIONS HEREUNDER.
AFTER ANY
RETIRING ADMINISTRATIVE AGENT RESIGNS AS ADMINISTRATIVE AGENT HEREUNDER, THE
PROVISIONS OF THIS ARTICLE SHALL INURE TO ITS BENEFIT AS TO ACTIONS TAKEN OR
OMITTED TO BE TAKEN BY IT WHILE IT WAS ADMINISTRATIVE AGENT.
SECTION 7.09.
ADMINISTRATIVE AGENT'S FEE.
THE BORROWER SHALL PAY TO
THE ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT FEES IN THE AMOUNTS AND AT THE
TIMES PREVIOUSLY AGREED UPON BY THE BORROWER AND THE ADMINISTRATIVE AGENT.
SECTION 7.10.
SYNDICATION AGENTS AND DOCUMENTATION AGENTS.
THE
SYNDICATION AGENTS AND THE DOCUMENTATION AGENTS, IN THEIR CAPACITY AS SUCH,
SHALL NOT HAVE ANY DUTIES OR OBLIGATIONS OF ANY KIND UNDER THIS AGREEMENT.
46
ARTICLE VIII
CHANGE IN CIRCUMSTANCES
SECTION 8.01.
BASIS FOR DETERMINING INTEREST RATE INADEQUATE OR
UNFAIR.
IF ON OR PRIOR TO THE FIRST DAY OF ANY INTEREST PERIOD FOR ANY
EURO-DOLLAR LOAN OR COMPETITIVE BID LIBOR LOAN:
(A)
THE ADMINISTRATIVE AGENT IS ADVISED BY THE REFERENCE BANK THAT
DEPOSITS IN DOLLARS (IN THE APPLICABLE AMOUNTS) ARE NOT BEING OFFERED TO THE
REFERENCE BANK IN THE LONDON INTERBANK MARKET FOR SUCH INTEREST PERIOD, OR
(B)
IN THE CASE OF EURO-DOLLAR LOANS, LENDERS HAVING 50% OR MORE OF
THE AGGREGATE PRINCIPAL AMOUNT OF THE AFFECTED LOANS ADVISE THE ADMINISTRATIVE
AGENT THAT THE LONDON INTERBANK OFFERED RATE AS DETERMINED BY THE ADMINISTRATIVE
AGENT WILL NOT ADEQUATELY AND FAIRLY REFLECT THE COST TO SUCH LENDERS OF FUNDING
THEIR EURO-DOLLAR LOANS FOR SUCH INTEREST PERIOD, THE ADMINISTRATIVE AGENT SHALL
FORTHWITH GIVE NOTICE THEREOF TO THE BORROWER AND THE LENDERS, WHEREUPON UNTIL
THE ADMINISTRATIVE AGENT NOTIFIES THE BORROWER THAT THE CIRCUMSTANCES GIVING
RISE TO SUCH SUSPENSION NO LONGER EXIST, (I) THE OBLIGATIONS OF THE LENDERS TO
MAKE EURO-DOLLAR LOANS OR TO CONTINUE OR CONVERT OUTSTANDING LOANS AS OR INTO
EURO-DOLLAR LOANS SHALL BE SUSPENDED AND (II) EACH OUTSTANDING EURO-DOLLAR LOAN
SHALL BE CONVERTED INTO A BASE RATE LOAN ON THE LAST DAY OF THE THEN CURRENT
INTEREST PERIOD APPLICABLE THERETO.
UNLESS THE BORROWER NOTIFIES THE
ADMINISTRATIVE AGENT AT LEAST ONE DOMESTIC BUSINESS DAY BEFORE THE DATE OF ANY
FIXED RATE BORROWING FOR WHICH A NOTICE OF BORROWING HAS PREVIOUSLY BEEN GIVEN
THAT IT ELECTS NOT TO BORROW ON SUCH DATE, (I) IF SUCH FIXED RATE BORROWING IS A
COMMITTED BORROWING, SUCH BORROWING SHALL INSTEAD BE MADE AS A BASE RATE
BORROWING AND (II) IF SUCH FIXED RATE BORROWING IS A COMPETITIVE BID LIBOR
BORROWING, THE COMPETITIVE BID LIBOR LOANS COMPRISING SUCH BORROWING SHALL BEAR
INTEREST FOR EACH DAY FROM AND INCLUDING THE FIRST DAY TO BUT EXCLUDING THE LAST
DAY