SUCH
LETTER OF CREDIT.
THE ADMINISTRATIVE AGENT MAY CONSULT WITH LEGAL COUNSEL (WHO
MAY BE COUNSEL FOR THE BORROWERS), 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 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 RESIGN AT ANY TIME BY GIVING SIXTY (60) DAYS' PRIOR
WRITTEN NOTICE THEREOF TO THE LENDERS AND THE BORROWERS.
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UPON ANY SUCH RESIGNATION, THE REQUIRED LENDERS SHALL HAVE THE RIGHT TO APPOINT
A SUCCESSOR ADMINISTRATIVE AGENT.
IF NO SUCCESSOR ADMINISTRATIVE AGENT SHALL
HAVE BEEN SO APPOINTED BY THE REQUIRED LENDERS AND SHALL HAVE ACCEPTED SUCH
APPOINTMENT WITHIN THIRTY (30) DAYS AFTER THE RETIRING ADMINISTRATIVE AGENT'S
GIVING OF NOTICE OF RESIGNATION, THEN THE RETIRING ADMINISTRATIVE AGENT MAY, ON
BEHALF OF THE LENDERS, APPOINT A SUCCESSOR LENDER AGENT, WHICH SHALL BE A
FINANCIAL INSTITUTION WHICH SHALL BE A FINANCIAL INSTITUTION HAVING A RATING OF
NOT LESS THAN "A" OR ITS EQUIVALENT BY S&P.
UPON THE ACCEPTANCE OF ANY
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, POWERS, PRIVILEGES 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'S RESIGNATION, THE PROVISIONS OF THIS AGREEMENT SHALL CONTINUE IN EFFECT
FOR ITS BENEFIT IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS ACTING AS ADMINISTRATIVE AGENT.
ANY NEW ADMINISTRATIVE AGENT
APPOINTED PURSUANT TO THIS SECTION SHALL IMMEDIATELY ISSUE NEW LETTERS OF CREDIT
IN PLACE OF LETTERS OF CREDIT PREVIOUSLY ISSUED BY THE RESIGNING ADMINISTRATIVE
AGENT, OR OTHERWISE MAKE ARRANGEMENTS TO CASH COLLATERALIZE OR TO PROVIDE A
BACKING LETTER OF CREDIT TO THE SATISFACTION OF THE RESIGNING ADMINISTRATIVE
AGENT.
9.07
NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER
LENDERS.
EACH LENDER AND THE L/C ISSUER ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER
LENDER OR ANY OF THEIR RELATED PARTIES AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO THIS AGREEMENT.
EACH LENDER