AS TRUSTEE UNDER INDENTURES OF, ACT
AS FINANCIAL ADVISOR OR IN ANY OTHER ADVISORY CAPACITY AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH, THE BORROWER, ANY OF ITS SUBSIDIARIES AND ANY PERSON
WHO MAY DO BUSINESS WITH OR OWN SECURITIES OF THE BORROWER OR ANY SUCH
SUBSIDIARY, ALL AS IF SUCH PERSON WAS NOT THE ADMINISTRATIVE AGENT AND WITHOUT
ANY DUTY TO ACCOUNT THEREFOR TO THE BANKS.
SECTION 9.05.BANK CREDIT DECISION.
(A)
EACH BANK ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY AND WITHOUT RELIANCE UPON THE ADMINISTRATIVE AGENT OR ANY OTHER
BANK AND BASED ON THE FINANCIAL STATEMENTS REFERRED TO IN SECTION 5.04 AND SUCH
OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED APPROPRIATE, MADE ITS OWN
CREDIT ANALYSIS AND DECISION TO ENTER INTO THIS AGREEMENT.
EACH BANK ALSO
ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT OR ANY OTHER BANK AND BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THIS AGREEMENT.
(B)
EACH BANK, BY DELIVERING ITS SIGNATURE PAGE TO THIS AGREEMENT AND FUNDING
ITS ADVANCES ON THE EFFECTIVE DATE, OR DELIVERING ITS SIGNATURE PAGE TO AN
ASSIGNMENT OR AN ACCESSION AGREEMENT PURSUANT TO WHICH IT SHALL BECOME A BANK
HEREUNDER, SHALL BE DEEMED TO HAVE ACKNOWLEDGED RECEIPT OF, AND CONSENTED TO AND
APPROVED, EACH CREDIT DOCUMENT AND EACH OTHER DOCUMENT REQUIRED TO BE DELIVERED
TO, OR BE APPROVED BY OR SATISFACTORY TO, THE ADMINISTRATIVE AGENT OR THE BANKS
ON THE EFFECTIVE DATE.
SECTION 9.06.SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT MAY
RESIGN AT ANY TIME BY GIVING WRITTEN NOTICE THEREOF TO THE BANKS AND THE
BORROWER AND MAY BE REMOVED AT ANY TIME WITH OR WITHOUT CAUSE BY THE MAJORITY
BANKS.
UPON ANY SUCH RESIGNATION OR REMOVAL, THE MAJORITY BANKS SHALL HAVE THE
RIGHT TO APPOINT A SUCCESSOR ADMINISTRATIVE AGENT THAT, UNLESS A DEFAULT SHALL
HAVE OCCURRED AND THEN BE CONTINUING, IS ACCEPTABLE TO THE BORROWER.
IF NO
SUCCESSOR ADMINISTRATIVE AGENT SHALL HAVE BEEN SO APPOINTED BY THE MAJORITY
BANKS, AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, WITHIN 30 DAYS AFTER THE
RETIRING ADMINISTRATIVE AGENT'S GIVING OF NOTICE OF
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RESIGNATION OR THE MAJORITY BANKS' REMOVAL OF THE RETIRING ADMINISTRATIVE AGENT,
THEN THE RETIRING ADMINISTRATIVE AGENT MAY, ON BEHALF OF THE BANKS, APPOINT A
SUCCESSOR ADMINISTRATIVE AGENT, WHICH SHALL BE A COMMERCIAL BANK ORGANIZED UNDER
THE LAWS OF THE UNITED STATES OF AMERICA OR OF ANY STATE THEREOF AND HAVING
TOTAL ASSETS OF AT LEAST $1,000,000,000.
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 UNDER THIS AGREEMENT.
AFTER ANY RETIRING ADMINISTRATIVE AGENT'S
RESIGNATION OR REMOVAL HEREUNDER AS ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS
ARTICLE IX SHALL INURE TO ITS BENEFIT AS TO