AGENT THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
AGENT OR THE OTHER BANKS AND BASED ON THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 3.7 AND SUCH OTHER DOCUMENTS AND INFORMATION AS IT HAS DEEMED
APPROPRIATE, MADE ITS OWN INDEPENDENT CREDIT ANALYSIS AND DECISION TO ENTER INTO
THIS AGREEMENT.
EACH OF THE BANKS ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY
REPRESENTATION BY THE AGENT AND THAT THE AGENT SHALL NOT BE RESPONSIBLE FOR ANY
STATEMENTS IN OR OMISSIONS FROM ANY DOCUMENTS OR INFORMATION CONCERNING THE
BORROWERS, THIS AGREEMENT, THE NOTES, THE SWING LINE NOTE, THE OTHER LOAN
DOCUMENTS OR ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND DELIVERED IN
CONNECTION WITH OR AS CONTEMPLATED BY THIS AGREEMENT.
EACH OF THE BANKS
ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE AGENT OR
THE OTHER BANKS 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.
8.11
SUCCESSOR AGENT.
CITIZENS, OR ANY SUCCESSOR AGENT, MAY RESIGN AS
AGENT AT ANY TIME BY GIVING WRITTEN NOTICE THEREOF TO THE BANKS AND COURIER ON
BEHALF OF THE BORROWERS.
UPON ANY SUCH RESIGNATION, THE BANKS SHALL HAVE THE
RIGHT TO APPOINT A SUCCESSOR AGENT.
IF NO SUCCESSOR AGENT SHALL HAVE BEEN SO
APPOINTED BY THE BANKS, AND SHALL HAVE ACCEPTED SUCH APPOINTMENT, WITHIN THIRTY
(30) DAYS AFTER THE RETIRING AGENT'S GIVING OF NOTICE OF RESIGNATION, THEN THE
RETIRING AGENT MAY, ON BEHALF OF THE BANKS, APPOINT A SUCCESSOR AGENT, WHICH
SHALL BE A COMMERCIAL BANK (OR AFFILIATE THEREOF) OR SAVINGS AND LOAN
ASSOCIATION ORGANIZED UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY
STATE THEREOF OR UNDER THE LAWS OF ANOTHER COUNTRY WHICH IS DOING BUSINESS IN
THE UNITED STATES OF AMERICA OR ANY STATE THEREOF AND HAVING A COMBINED CAPITAL,
SURPLUS AND UNDIVIDED PROFITS OF AT LEAST $100,000,000.
UPON THE ACCEPTANCE OF
ANY APPOINTMENT AS
64
AGENT HEREUNDER BY A SUCCESSOR AGENT, SUCH SUCCESSOR AGENT SHALL THEREUPON
SUCCEED TO AND BECOME VESTED WITH ALL THE RIGHTS, POWERS, PRIVILEGES AND DUTIES
OF THE RETIRING AGENT, AND THE RETIRING AGENT SHALL BE DISCHARGED FROM ALL
FURTHER DUTIES AND OBLIGATIONS UNDER THIS AGREEMENT.
AFTER ANY RETIRING AGENT'S
RESIGNATION OR REMOVAL HEREUNDER AS AGENT, THE PROVISIONS OF THIS SECTION 8
SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT
WHILE IT WAS AGENT UNDER THIS AGREEMENT.
SECTION 9.
COURIER AS AGENT FOR BORROWERS.
Each Borrower (other than Courier) hereby appoints Courier as its agent with
respect to the receiving and giving of any notices, requests, instructions,
reports, schedules, revisions, financial statements or any other written or oral
communications hereunder.
The Agent and each Bank is hereby entitled to rely on
any communications given or transmitted by Courier as if such communication were
given or transmitted by each and every Borrower; provided, however, that any
communication given or transmitted by any Borrower other than