THE
REQUIRED LENDERS WHERE REQUIRED BY THE TERMS OF THIS AGREEMENT.
SECTION 9.5.
RELIANCE BY ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT SHALL BE ENTITLED TO RELY UPON, AND SHALL NOT INCUR ANY LIABILITY FOR
RELYING UPON, ANY NOTICE, REQUEST, CERTIFICATE, CONSENT, STATEMENT, INSTRUMENT,
DOCUMENT OR OTHER WRITING (INCLUDING ANY ELECTRONIC MESSAGE, POSTING OR OTHER
DISTRIBUTION) BELIEVED BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED, SENT OR
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MADE BY THE PROPER PERSON.
THE ADMINISTRATIVE AGENT MAY ALSO RELY UPON ANY
STATEMENT MADE TO IT ORALLY OR BY TELEPHONE AND BELIEVED BY IT TO BE MADE BY THE
PROPER PERSON AND SHALL NOT INCUR ANY LIABILITY FOR RELYING THEREON.
THE
ADMINISTRATIVE AGENT MAY CONSULT WITH LEGAL COUNSEL (INCLUDING COUNSEL FOR THE
BORROWER), INDEPEN­DENT PUBLIC 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 SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
SECTION 9.6.
THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
THE
BANK SERVING AS THE ADMINISTRATIVE AGENT SHALL HAVE THE SAME RIGHTS AND POWERS
UNDER THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT IN ITS CAPACITY AS A LENDER AS
ANY OTHER LENDER AND MAY EXERCISE OR REFRAIN FROM EXERCISING THE SAME AS THOUGH
IT WERE NOT THE ADMINISTRATIVE AGENT; AND THE TERMS "LENDERS", "REQUIRED
LENDERS", "HOLDERS OF NOTES", OR ANY SIMILAR TERMS SHALL, UNLESS THE CONTEXT
CLEARLY OTHERWISE INDICATES, INCLUDE THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY.
THE BANK ACTING AS THE ADMINISTRATIVE AGENT AND ITS AFFILIATES MAY
ACCEPT DE­POSITS FROM, LEND MONEY TO, AND GENERALLY ENGAGE IN ANY KIND OF
BUSINESS WITH THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE OF THE BORROWER AS IF
IT WERE NOT THE ADMINISTRATIVE AGENT HEREUNDER.
SECTION 9.7.
SUCCESSOR ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT MAY RESIGN AT ANY TIME BY GIVING NOTICE THEREOF
TO THE LENDERS AND THE BORROWER.
UPON ANY SUCH RESIGNATION, THE REQUIRED
LENDERS SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR ADMINISTRATIVE AGENT,
SUBJECT TO THE APPROVAL BY THE BORROWER PROVIDED THAT NO DEFAULT OR EVENT OF
DEFAULT SHALL EXIST AT SUCH TIME.
IF NO SUC­CESSOR ADMINISTRATIVE AGENT SHALL
HAVE BEEN SO APPOINTED, AND SHALL HAVE ACCEPTED SUCH APPOINTMENT WITHIN 30 DAYS
AFTER THE RETIRING ADMINISTRATIVE AGENT GIVES NOTICE OF RESIGNATION, THEN THE
RETIRING ADMINISTRATIVE AGENT MAY, ON BEHALF OF THE LENDERS AND THE ISSUING
BANK, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT, WHICH SHALL BE A COMMERCIAL BANK
ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE THEREOF OR
A BANK WHICH MAINTAINS AN OFFICE IN THE UNITED STATES, HAVING A COMBINED CAPITAL
AND SURPLUS OF AT LEAST $500,000,000.
(B)
UPON THE ACCEPTANCE OF ITS APPOINTMENT AS THE ADMINISTRATIVE AGENT
HEREUNDER BY A SUCCESSOR, 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 ITS DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
IF WITHIN