UNREASONABLY WITHHELD OR DELAYED.
UPON THE
ACCEPTANCE OF ITS APPOINTMENT AS ADMINISTRATIVE AGENT HEREUNDER BY A SUCCESSOR,
SUCH SUCCESSOR SHALL 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
HEREUNDER. THE FEES PAYABLE BY THE BORROWER TO A SUCCESSOR ADMINISTRATIVE AGENT
SHALL BE THE SAME AS THOSE PAYABLE TO ITS PREDECESSOR UNLESS OTHERWISE AGREED
BETWEEN THE BORROWER AND SUCH SUCCESSOR. AFTER THE ADMINISTRATIVE AGENT'S
RESIGNATION HEREUNDER, THE PROVISIONS OF THIS ARTICLE AND SECTION 10.05 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 ACTING AS ADMINISTRATIVE AGENT.
SECTION 9.07.
NON-RELIANCE ON AGENT AND OTHER LENDERS.
EACH LENDER
ACKNOWLEDGES THAT IT HAS, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT OR ANY OTHER LENDER 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 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 OR ANY OTHER LOAN DOCUMENT, ANY
RELATED AGREEMENT OR ANY DOCUMENT FURNISHED HEREUNDER OR THEREUNDER.
ARTICLE X
MISCELLANEOUS
SECTION 10.01.
NOTICES.
NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR
HEREIN SHALL BE IN WRITING AND SHALL BE DELIVERED BY HAND OR OVERNIGHT COURIER
SERVICE, MAILED BY CERTIFIED OR REGISTERED MAIL OR SENT BY FAX, AS FOLLOWS:
(A)
IF TO THE PARENT, THE BORROWER, TO IT AT GEOKINETICS INC., ONE RIVERWAY,
SUITE 2100, HOUSTON, TEXAS
77056, ATTENTION OF:
PRESIDENT (FAX
NO. 713-850-7330), CC:
JAMES J.
61
SPRING, III, CHAMBERLAIN, HRDLICKA, WHITE, WILLIAMS & MARTIN, 1200 SMITH STREET,
SUITE 1400, HOUSTON, TEXAS
77002 (FAX NO. 713-658-2553);
(B)
IF TO ROYAL BANK OF CANADA AS THE ADMINISTRATIVE AGENT, TO ROYAL BANK
PLAZA, 200 BAY STREET, 12TH FLOOR, SOUTH TOWER, TORONTO, ATTENTION OF: DAVID
WHEATLEY (FAX NO. (416) 842-4023); AND
(C)
IF TO A LENDER, TO IT AT ITS ADDRESS (OR FAX NUMBER) SET FORTH ON
SCHEDULE 2.01 OR IN THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH SUCH LENDER
SHALL HAVE BECOME A PARTY HERETO.
All notices and other communications given to any party hereto in accordance
with the provisions of this Agreement shall be deemed to have been given on the
date of receipt if delivered by hand or overnight courier service or sent by fax
or on the date five Business Days after dispatch by certified or registered mail
if mailed, in each case delivered, sent or mailed (properly addressed) to such
party as provided in this Section 10.01 or in accordance with the latest
unrevoked direction from such party given in accordance with this