Agents and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent and Syndication Agent.
SECTION 8.04. Successor Agents. Subject to the appointment and
acceptance of a successor Agent as provided in this paragraph, each Agent may
resign at any time by notifying the Lenders, the Issuing Bank and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, with, so
long as no Default has occurred and is continuing, the consent of the Borrower
(such consent not to be unreasonably withheld), to appoint a successor. If no
successor shall have been so appointed by the Required Lenders and shall have
accepted such appointment within 30 days after the retiring Agent gives notice
of its resignation, then the retiring Agent may, on behalf of the Lenders and
the Issuing Bank, with, so long as no Default has occurred and is continuing,
the consent of the Borrower (such consent not to be unreasonably withheld),
appoint a successor Agent, which shall be a financial institution with an office
in New York, New York, or an Affiliate of any such bank. Upon the acceptance of
its appointment as Agent hereunder by a successor, such successor shall 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 its duties and
obligations as Agent hereunder. The fees payable by the Borrower to a successor
Agent shall be the same as those payable to its predecessor unless otherwise
agreed between the Borrower and such successor. After any Agent's resignation
hereunder, the provisions of this Article and Section 9.03 shall continue in
effect for the benefit of such retiring 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 it was acting as an Agent.
SECTION 8.05. Non-reliance on Agents and Other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon any 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 any 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 the Loan
Documents, any related agreement or any document furnished thereunder.
SECTION 8.06. Syndication Agent. Morgan Stanley Senior Funding, Inc.
shall not have any responsibility, obligation or liability under the Loan
Documents in its capacity as Syndication Agent.