PROVISO
IN THE IMMEDIATELY PRECEDING SENTENCE.
WITHOUT LIMITING THE FOREGOING, EACH
LENDER AGREES TO REIMBURSE THE FACILITY AGENT PROMPTLY UPON DEMAND FOR ITS
RATABLE SHARE OF ANY OUT-OF-POCKET EXPENSES (INCLUDING FEES, EXPENSES AND
DISBURSEMENTS OF FINANCIAL AND LEGAL ADVISORS) INCURRED BY THE FACILITY AGENT IN
CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION, AMENDMENT OR ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS, LEGAL
PROCEEDINGS OR OTHERWISE) OF, OR LEGAL ADVICE IN RESPECT OF ITS RIGHTS OR
RESPONSIBILITIES UNDER, THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS, TO THE
EXTENT THAT THE FACILITY AGENT ARE NOT REIMBURSED FOR SUCH EXPENSES BY THE
BORROWER OR ANOTHER CREDIT PARTY.
9.7
SUCCESSOR FACILITY AGENT.
(A)
THE ADMINISTRATIVE AGENT MAY RESIGN AT ANY
TIME BY GIVING 30 DAYS' PRIOR WRITTEN NOTICE THEREOF TO OTHER FACILITY AGENT,
THE LENDERS AND THE BORROWER, AND SUCH AGENT MAY BE REMOVED AT ANY TIME WITH OR
WITHOUT CAUSE BY AN INSTRUMENT OR CONCURRENT INSTRUMENTS IN WRITING DELIVERED TO
THE BORROWER AND THE FACILITY AGENT AND SIGNED BY REQUISITE LENDERS.
(I)
UPON ANY SUCH NOTICE OF RESIGNATION OR
ANY SUCH REMOVAL, THE REQUISITE LENDERS SHALL HAVE THE RIGHT, UPON 5 BUSINESS
DAYS' NOTICE TO THE BORROWER, TO APPOINT A SUCCESSOR ADMINISTRATIVE AGENT.
IF
NO SUCH SUCCESSOR AGENT SHALL HAVE BEEN SO APPOINTED BY THE REQUISITE LENDERS,
AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, WITHIN 30 DAYS AFTER THE RETIRING
AGENT'S GIVING OF NOTICE OF RESIGNATION, THEN THE RETIRING AGENT MAY, ON BEHALF
OF THE LENDERS, APPOINT AN APPLICABLE SUCCESSOR AGENT SELECTED FROM AMONG THE
LENDERS.
77
(II)
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS
ADMINISTRATIVE AGENT HEREUNDER BY A SUCCESSOR AGENT, THAT SUCCESSOR AGENT SHALL
THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES
AND DUTIES OF THE RETIRING OR REMOVED AGENT AND THE RETIRING OR REMOVED AGENT
SHALL PROMPTLY (A) TRANSFER TO SUCH SUCCESSOR ADMINISTRATIVE AGENT ALL SUMS HELD
BY IT UNDER THE CREDIT DOCUMENTS, TOGETHER WITH ALL RECORDS AND OTHER DOCUMENTS
NECESSARY OR APPROPRIATE IN CONNECTION WITH THE PERFORMANCE OF THE DUTIES OF THE
SUCCESSOR ADMINISTRATIVE AGENT UNDER THE CREDIT DOCUMENTS AND (B) TAKE SUCH
OTHER ACTIONS, AS MAY BE NECESSARY OR APPROPRIATE IN CONNECTION THEREWITH,
WHEREUPON SUCH RETIRING OR REMOVED ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM
ITS DUTIES AND OBLIGATIONS HEREUNDER.
(III)
AFTER ANY RETIRING OR REMOVED AGENT'S
RESIGNATION OR REMOVAL HEREUNDER AS SUCH AGENT, THE PROVISIONS OF THIS SECTION 9
SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS AN AGENT HEREUNDER.
ANY RESIGNATION OR REMOVAL OF CNAI OR ITS
SUCCESSOR AS ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION SHALL ALSO CONSTITUTE
THE RESIGNATION OR REMOVAL OF CNAI OR ITS SUCCESSOR AS ADMINISTRATIVE AGENT AND
ANY SUCCESSOR ADMINISTRATIVE AGENT APPOINTED PURSUANT TO THIS SECTION SHALL,
UPON ITS ACCEPTANCE OF SUCH APPOINTMENT, BECOME THE SUCCESSOR ADMINISTRATIVE
AGENT FOR ALL PURPOSES HEREUNDER.
(B)
THE SYNDICATION AGENT MAY RESIGN AS
SYNDICATION AGENT UPON 30 DAYS' NOTICE TO THE OTHER FACILITY AGENT AND THE
LENDERS; PROVIDED THAT UPON THE EFFECTIVENESS OF