SUCH SUCCESSOR.
AFTER THE RETIRING ADMINISTRATIVE
AGENT'S RESIGNATION HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, THE PROVISIONS
OF THIS ARTICLE AND SECTION 10.04 SHALL CONTINUE IN EFFECT FOR THE BENEFIT OF
SUCH RETIRING ADMINISTRATIVE AGENT, ITS SUB AGENTS AND THEIR RESPECTIVE RELATED
PARTIES IN RESPECT OF ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM
WHILE THE RETIRING ADMINISTRATIVE AGENT WAS ACTING AS ADMINISTRATIVE AGENT.
(B)
ANY RESIGNATION BY BANK OF AMERICA AS
ADMINISTRATIVE AGENT PURSUANT TO THIS SECTION SHALL ALSO CONSTITUTE ITS
RESIGNATION AS SWING LINE LENDER.
UPON THE ACCEPTANCE OF A SUCCESSOR'S
APPOINTMENT AS ADMINISTRATIVE AGENT HEREUNDER, (I) SUCH SUCCESSOR SHALL SUCCEED
TO AND BECOME VESTED WITH ALL OF THE RIGHTS, POWERS, PRIVILEGES AND DUTIES OF
THE RETIRING SWING LINE LENDER, AND (II) THE RETIRING SWING LINE LENDER SHALL BE
DISCHARGED FROM ALL OF ITS DUTIES AND OBLIGATIONS HEREUNDER OR UNDER THE OTHER
LOAN DOCUMENTS.
9.07
NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER
LENDERS.
EACH LENDER 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 ALSO ACKNOWLEDGES THAT IT WILL, 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 SHALL
FROM TIME TO TIME DEEM APPROPRIATE, CONTINUE TO MAKE ITS OWN DECISIONS IN TAKING
OR NOT TAKING ACTION UNDER OR BASED UPON THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
OR ANY RELATED AGREEMENT OR ANY DOCUMENT FURNISHED HEREUNDER OR THEREUNDER.
9.08
NO OTHER DUTIES, ETC.
ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, NONE OF THE BOOKRUNNERS, BOOK MANAGERS, DOCUMENTATION
AGENTS, SYNDICATION AGENTS, OR ARRANGERS LISTED ON THE COVER PAGE HEREOF SHALL
HAVE ANY POWERS, DUTIES OR RESPONSIBILITIES UNDER THIS AGREEMENT OR ANY OF THE
OTHER LOAN DOCUMENTS, EXCEPT IN ITS CAPACITY, AS APPLICABLE, AS THE
ADMINISTRATIVE AGENT OR A LENDER HEREUNDER.
9.09
ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.
IN
CASE OF THE PENDENCY OF ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW OR ANY OTHER
JUDICIAL PROCEEDING RELATIVE TO ANY LOAN PARTY, THE ADMINISTRATIVE AGENT
(IRRESPECTIVE OF WHETHER THE PRINCIPAL OF ANY LOAN SHALL THEN BE DUE AND PAYABLE
AS HEREIN EXPRESSED OR BY DECLARATION OR OTHERWISE AND IRRESPECTIVE OF WHETHER
THE ADMINISTRATIVE AGENT SHALL HAVE MADE ANY DEMAND ON ANY BORROWER) SHALL BE
ENTITLED AND EMPOWERED, BY INTERVENTION IN SUCH PROCEEDING OR OTHERWISE,
(A)
TO FILE AND PROVE A CLAIM FOR THE WHOLE
AMOUNT OF THE PRINCIPAL AND INTEREST OWING AND UNPAID IN RESPECT OF THE LOANS
AND ALL OTHER OBLIGATIONS THAT ARE OWING AND UNPAID AND TO FILE SUCH OTHER
DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE IN ORDER TO HAVE THE CLAIMS OF THE
LENDERS AND THE ADMINISTRATIVE AGENT (INCLUDING ANY CLAIM FOR THE REASONABLE
COMPENSATION, EXPENSES, DISBURSEMENTS AND ADVANCES OF THE LENDERS AND THE
ADMINISTRATIVE AGENT AND