OR BY
TELEPHONE AND BELIEVED BY IT TO HAVE BEEN MADE BY THE PROPER PERSON, AND SHALL
NOT INCUR ANY LIABILITY FOR RELYING THEREON.
IN DETERMINING COMPLIANCE WITH ANY
CONDITION HEREUNDER TO THE MAKING OF A LOAN, OR THE ISSUANCE OF A LETTER OF
CREDIT, THAT BY ITS TERMS MUST BE FULFILLED TO THE SATISFACTION OF A LENDER OR
THE L/C ISSUER, THE ADMINISTRATIVE AGENT MAY PRESUME THAT SUCH CONDITION IS
SATISFACTORY TO SUCH LENDER OR THE L/C ISSUER UNLESS THE ADMINISTRATIVE AGENT
SHALL HAVE RECEIVED NOTICE TO THE CONTRARY FROM SUCH LENDER OR THE L/C ISSUER
PRIOR TO THE MAKING OF SUCH LOAN OR THE ISSUANCE OF SUCH LETTER OF CREDIT.
THE
ADMINISTRATIVE AGENT MAY CONSULT WITH LEGAL COUNSEL (WHO MAY BE COUNSEL FOR THE
BORROWER), INDEPENDENT ACCOUNTANTS AND OTHER EXPERTS SELECTED BY IT, AND SHALL
NOT BE LIABLE FOR ANY ACTION TAKEN OR NOT TAKEN BY IT IN ACCORDANCE WITH THE
ADVICE OF ANY SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
9.05
DELEGATION OF DUTIES.
THE ADMINISTRATIVE AGENT MAY PERFORM ANY AND
ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT BY OR THROUGH ANY ONE OR MORE SUB-AGENTS APPOINTED BY THE
ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT AND ANY SUCH SUB-AGENT MAY
PERFORM ANY AND ALL OF ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS BY OR
THROUGH THEIR RESPECTIVE RELATED PARTIES.
THE EXCULPATORY PROVISIONS OF THIS
ARTICLE SHALL APPLY TO ANY SUCH SUB-AGENT AND TO THE RELATED PARTIES OF THE
ADMINISTRATIVE AGENT AND ANY
107
SUCH SUB-AGENT, AND SHALL APPLY TO THEIR RESPECTIVE ACTIVITIES IN CONNECTION
WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN AS WELL AS
ACTIVITIES AS ADMINISTRATIVE AGENT.
9.06
RESIGNATION OF ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY
AT ANY TIME GIVE NOTICE OF ITS RESIGNATION TO THE LENDERS, THE L/C ISSUER AND
THE BORROWER.
UPON RECEIPT OF ANY SUCH NOTICE OF RESIGNATION, THE REQUIRED
LENDERS SHALL HAVE THE RIGHT, WITH THE WRITTEN CONSENT OF THE BORROWER SO LONG
AS AN EVENT OF DEFAULT DOES NOT EXIST, WHICH CONSENT SHALL NOT BE UNREASONABLY
WITHHELD OR DELAYED, TO APPOINT A SUCCESSOR, WHICH SHALL BE A BANK WITH AN
OFFICE IN THE UNITED STATES, OR AN AFFILIATE OF ANY SUCH BANK WITH AN OFFICE IN
THE UNITED STATES.
IF NO SUCH SUCCESSOR SHALL HAVE BEEN SO APPOINTED BY THE
REQUIRED LENDERS AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN 30 DAYS AFTER
THE RETIRING ADMINISTRATIVE AGENT GIVES NOTICE OF ITS RESIGNATION, THEN THE
RETIRING ADMINISTRATIVE AGENT MAY ON BEHALF OF THE LENDERS AND THE L/C ISSUER,
APPOINT A SUCCESSOR ADMINISTRATIVE AGENT MEETING THE QUALIFICATIONS SET FORTH
ABOVE; PROVIDED THAT IF THE ADMINISTRATIVE AGENT SHALL NOTIFY THE BORROWER AND
THE LENDERS THAT NO QUALIFYING PERSON HAS ACCEPTED SUCH APPOINTMENT, THEN SUCH
RESIGNATION SHALL NONETHELESS BECOME EFFECTIVE IN ACCORDANCE WITH SUCH NOTICE
AND (A) THE RETIRING ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES
AND OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS (EXCEPT THAT IN THE
CASE OF ANY COLLATERAL