RELY ON CERTAIN WRITINGS,
STATEMENTS AND ADVICE.
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 BELIEVED
BY IT TO BE GENUINE AND TO HAVE BEEN SIGNED OR SENT BY THE PROPER PERSON.
THE
ADMINISTRATIVE AGENT ALSO MAY 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 (WHO MAY BE COUNSEL FOR THE COMPANY), INDEPENDENT ACCOUNTANTS
AND OTHER EXPERTS SELECTED BY IT IN GOOD FAITH, 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.
SECTION 9.05.
SUB-AGENTS AND RELATED PARTIES.
THE ADMINISTRATIVE AGENT MAY
PERFORM ANY AND ALL ITS DUTIES AND EXERCISE ITS RIGHTS AND POWERS 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 ITS DUTIES
AND EXERCISE ITS RIGHTS AND POWERS THROUGH THEIR RESPECTIVE RELATED PARTIES.
THE EXCULPATORY PROVISIONS OF THE PRECEDING PARAGRAPHS SHALL APPLY TO ANY SUCH
SUB-AGENT AND TO THE RELATED PARTIES OF THE ADMINISTRATIVE AGENT AND ANY 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.
71
SECTION 9.06.
RESIGNATION; SUCCESSOR ADMINISTRATIVE AGENT.
SUBJECT TO THE
APPOINTMENT AND ACCEPTANCE OF A SUCCESSOR ADMINISTRATIVE AGENT AS PROVIDED IN
THIS PARAGRAPH, THE ADMINISTRATIVE AGENT MAY RESIGN AT ANY TIME BY NOTIFYING THE
LENDERS, THE ISSUING BANKS AND THE COMPANY.
UPON ANY SUCH RESIGNATION, THE
REQUIRED LENDERS SHALL HAVE THE RIGHT, IN CONSULTATION WITH THE COMPANY, TO
APPOINT A SUCCESSOR.
IF NO 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 ISSUING
BANKS, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT WHICH SHALL BE A BANK WITH AN
OFFICE IN NEW YORK, NEW YORK, OR AN AFFILIATE OF ANY SUCH BANK.
UPON THE
ACCEPTANCE OF ITS APPOINTMENT AS A SUCCESSOR ADMINISTRATIVE AGENT HEREUNDER,
SUCH SUCCESSOR SHALL 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
HEREUNDER.
THE FEES PAYABLE BY THE COMPANY TO A SUCCESSOR ADMINISTRATIVE AGENT
SHALL BE THE SAME AS THOSE PAYABLE TO ITS PREDECESSOR UNLESS OTHERWISE AGREED
BETWEEN THE COMPANY AND SUCH SUCCESSOR.
AFTER THE ADMINISTRATIVE AGENT'S
RESIGNATION HEREUNDER, THE PROVISIONS OF THIS ARTICLE AND SECTION 12.03 SHALL
CONTINUE IN EFFECT FOR THE BENEFIT OF SUCH RETIRING ADMINISTRATIVE AGENT, ITS
SUB‐AGENTS AND THEIR RESPECTIVE RELATED PARTIES IN RESPECT OF ANY