WITHOUT LIMITING THE
FOREGOING, NO LENDER SHALL HAVE ANY RIGHT OF ACTION WHATSOEVER AGAINST THE
ADMINISTRATIVE AGENT AS A RESULT OF THE ADMINISTRATIVE AGENT ACTING OR
REFRAINING FROM ACTING HEREUNDER IN ACCORDANCE WITH THE INSTRUCTIONS OF THE
REQUIRED LENDERS WHERE REQUIRED BY THE TERMS OF THIS AGREEMENT.
SECTION 9.5.
RELIANCE BY ADMINISTRATIVE AGENT.
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, SENT OR MADE BY THE PROPER PERSON.
THE ADMINISTRATIVE
AGENT MAY ALSO 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
(INCLUDING COUNSEL FOR THE BORROWER), INDEPENDENT PUBLIC 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 SUCH COUNSEL, ACCOUNTANTS OR EXPERTS.
SECTION 9.6.
THE ADMINISTRATIVE AGENT IN ITS
INDIVIDUAL CAPACITY.
THE BANK SERVING AS THE ADMINISTRATIVE AGENT SHALL HAVE
THE SAME RIGHTS AND POWERS UNDER THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT IN
ITS CAPACITY AS A LENDER AS ANY OTHER LENDER AND MAY EXERCISE OR REFRAIN FROM
EXERCISING THE SAME AS THOUGH IT WERE NOT THE ADMINISTRATIVE AGENT; AND THE
TERMS "LENDERS", "REQUIRED LENDERS", "HOLDERS OF NOTES", OR ANY SIMILAR TERMS
SHALL, UNLESS THE CONTEXT CLEARLY OTHERWISE INDICATES, INCLUDE THE
ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.
THE BANK ACTING AS THE
ADMINISTRATIVE AGENT AND ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO,
AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS WITH THE BORROWER OR ANY SUBSIDIARY
OR AFFILIATE OF THE BORROWER AS IF IT WERE NOT THE ADMINISTRATIVE AGENT
HEREUNDER.
77
SECTION 9.7.
SUCCESSOR ADMINISTRATIVE AGENT.
(A)
THE ADMINISTRATIVE AGENT MAY RESIGN AT ANY
TIME BY GIVING NOTICE THEREOF TO THE LENDERS AND THE BORROWER.
UPON ANY SUCH
RESIGNATION, THE REQUIRED LENDERS SHALL HAVE THE RIGHT TO APPOINT A SUCCESSOR
ADMINISTRATIVE AGENT, SUBJECT TO THE APPROVAL BY THE BORROWER PROVIDED THAT NO
EVENT OF DEFAULT SHALL EXIST AT SUCH TIME.
IF NO SUCCESSOR ADMINISTRATIVE AGENT
SHALL HAVE BEEN SO APPOINTED, 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 AND THE
ISSUING BANK, APPOINT A SUCCESSOR ADMINISTRATIVE AGENT, WHICH SHALL BE A
COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY
STATE THEREOF OR A BANK WHICH MAINTAINS AN OFFICE IN THE UNITED STATES, HAVING A
COMBINED CAPITAL AND SURPLUS OF AT LEAST $500,000,000.
(B)
UPON THE ACCEPTANCE OF ITS APPOINTMENT AS
THE ADMINISTRATIVE AGENT HEREUNDER BY A SUCCESSOR, SUCH SUCCESSOR ADMINISTRATIVE
AGENT SHALL THEREUPON SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS,
PRIVILEGES AND DUTIES OF THE