WIRE, TELEX, FACSIMILE OR SIMILAR WRITING) BELIEVED BY IT
TO BE GENUINE OR TO BE SIGNED BY THE PROPER PARTY OR PARTIES.
WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, THE USE OF THE TERM "AGENT" IN THIS AGREEMENT
WITH REFERENCE TO ANY AGENT IS NOT INTENDED TO CONNOTE ANY FIDUCIARY OR OTHER
IMPLIED (OR EXPRESS) OBLIGATIONS ARISING UNDER AGENCY DOCTRINE OF ANY APPLICABLE
LAW.
INSTEAD, SUCH TERM IS USED MERELY AS A MATTER OF MARKET CUSTOM AND IS
INTENDED TO CREATE OR REFLECT ONLY AN ADMINISTRATIVE RELATIONSHIP BETWEEN
INDEPENDENT CONTRACTING PARTIES.
SECTION 7.06.
INDEMNIFICATION.
THE LENDERS SHALL, RATABLY IN
PROPORTION TO THEIR CREDIT EXPOSURES, INDEMNIFY EACH AGENT AND ISSUING BANK,
THEIR RESPECTIVE AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND
EMPLOYEES (TO THE EXTENT NOT REIMBURSED BY THE BORROWER) AGAINST ANY COST,
EXPENSE (INCLUDING COUNSEL FEES AND DISBURSEMENTS), CLAIM, DEMAND, ACTION, LOSS
OR LIABILITY (EXCEPT SUCH AS RESULT FROM SUCH INDEMNITEES' GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT) THAT SUCH INDEMNITEES MAY SUFFER OR INCUR IN CONNECTION WITH
THIS AGREEMENT OR ANY LETTER OF CREDIT OR ANY ACTION TAKEN OR OMITTED BY SUCH
INDEMNITEES HEREUNDER OR THEREUNDER.
45
SECTION 7.07.
CREDIT DECISION.
EACH LENDER ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY AND WITHOUT RELIANCE ON ANY OTHER LENDER PARTY, 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 ON ANY OTHER
LENDER PARTY, 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 ANY ACTION UNDER THIS AGREEMENT.
SECTION 7.08.
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE AGENT
MAY RESIGN AT ANY TIME BY GIVING NOTICE THEREOF TO THE LENDERS AND THE BORROWER;
PROVIDED THAT (I) ANY SUCH RESIGNATION BY THE ADMINISTRATIVE AGENT SHALL ALSO
CONSTITUTE ITS RESIGNATION AS AN ISSUING BANK AND (II) ONE OR MORE FINANCIAL
INSTITUTIONS REASONABLY ACCEPTABLE TO THE BORROWER HAS ACCEPTED THEIR
APPOINTMENT AS A SUCCESSOR ISSUING BANK WITH RESPECT TO LETTERS OF CREDIT
REQUESTED BY THE BORROWER TO BE ISSUED ON OR AFTER THE EFFECTIVE DATE OF SUCH
RESIGNATION.
UPON ANY SUCH RESIGNATION, THE BORROWER SHALL HAVE THE RIGHT TO
APPOINT A SUCCESSOR ADMINISTRATIVE AGENT FROM AMONG THE LENDERS, SUBJECT TO THE
APPROVAL OF THE REQUIRED LENDERS, WHICH SHALL NOT BE UNREASONABLY WITHHELD OR
DELAYED.
IF NO SUCCESSOR ADMINISTRATIVE AGENT SHALL HAVE BEEN SO APPOINTED BY
THE BORROWER AND APPROVED BY THE REQUIRED LENDERS, 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, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT AND ISSUING BANK, WHICH SHALL
BE A COMMERCIAL BANK ORGANIZED OR LICENSED UNDER THE LAWS OF THE UNITED STATES
OR OF ANY STATE THEREOF AND HAVING A COMBINED CAPITAL AND SURPLUS OF AT LEAST
$500,000,000; PROVIDED HOWEVER THAT SUCH SUCCESSOR ADMINISTRATIVE AGENT AND/OR
ISSUING BANK MAY BE REMOVED