CAPACITY.
10.9.
SUCCESSOR ADMINISTRATIVE AGENT.
THE ADMINISTRATIVE
AGENT MAY RESIGN AS ADMINISTRATIVE AGENT AT ANY TIME UPON NOTICE TO THE LENDERS,
THE ISSUING LENDERS AND THE BORROWER AND MAY BE REMOVED AT ANY TIME BY THE
REQUIRED LENDERS. UPON THE RESIGNATION OR REMOVAL OF THE ADMINISTRATIVE AGENT
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE REQUIRED LENDERS SHALL
APPOINT A SUCCESSOR AGENT FOR THE LENDERS, WHICH SUCCESSOR AGENT SHALL (UNLESS
AN EVENT OF DEFAULT UNDER SECTION 9(A) OR SECTION 9(F) WITH RESPECT TO THE
BORROWER SHALL HAVE OCCURRED AND BE CONTINUING) BE SUBJECT TO APPROVAL BY THE
BORROWER (WHICH APPROVAL SHALL
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NOT BE UNREASONABLY WITHHELD OR DELAYED), WHEREUPON SUCH SUCCESSOR AGENT SHALL
SUCCEED TO THE RIGHTS, POWERS AND DUTIES OF THE ADMINISTRATIVE AGENT, AND THE
TERM "ADMINISTRATIVE AGENT" SHALL MEAN SUCH SUCCESSOR AGENT EFFECTIVE UPON SUCH
APPOINTMENT AND APPROVAL, AND THE FORMER ADMINISTRATIVE AGENT'S RIGHTS, POWERS
AND DUTIES AS ADMINISTRATIVE AGENT SHALL BE TERMINATED, WITHOUT ANY OTHER OR
FURTHER ACT OR DEED ON THE PART OF SUCH FORMER ADMINISTRATIVE AGENT OR ANY OF
THE PARTIES TO THIS AGREEMENT OR ANY HOLDERS OF THE LOANS.
IF NO SUCCESSOR
AGENT HAS ACCEPTED APPOINTMENT AS ADMINISTRATIVE AGENT BY THE DATE THAT IS 30
DAYS FOLLOWING A RETIRING ADMINISTRATIVE AGENT'S NOTICE OF RESIGNATION, THE
RETIRING ADMINISTRATIVE AGENT MAY, ON BEHALF OF THE LENDERS AND THE ISSUING
LENDERS, APPOINT A SUCCESSOR AGENT, WHICH AGENT SHALL BE A BANK ORGANIZED AND
DOING BUSINESS UNDER THE LAWS OF THE UNITED STATES OR ANY STATE THEREOF, SUBJECT
TO SUPERVISION OR EXAMINATION BY ANY FEDERAL OR STATE AUTHORITY AND HAVING A
TOTAL SHAREHOLDER EQUITY AGGREGATING AT LEAST $1,000,000,000 OR AN AFFILIATE OF
ANY SUCH BANK.
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 ANY
RETIRING ADMINISTRATIVE AGENT'S RESIGNATION OR REMOVAL AS ADMINISTRATIVE AGENT,
THE PROVISIONS OF THIS SECTION 10 AND SECTION 11.5 SHALL INURE TO ITS BENEFIT
AND THE BENEFIT OF ITS AGENTS AND THEIR RESPECTIVE RELATED PARTIES AS TO ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY ANY OF THEM WHILE IT WAS ACTING UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
10.10.
AGENTS GENERALLY.
EXCEPT AS EXPRESSLY SET FORTH HEREIN,
NO AGENT SHALL HAVE ANY DUTIES OR RESPONSIBILITIES HEREUNDER IN ITS CAPACITY AS
SUCH.
10.11.
LEAD ARRANGERS AND SYNDICATION AGENTS.
EACH OF THE LEAD
ARRANGERS AND THE SYNDICATION AGENTS, IN ITS CAPACITY AS SUCH, SHALL HAVE NO
DUTIES OR RESPONSIBILITIES, AND SHALL INCUR NO LIABILITY, UNDER THIS AGREEMENT
AND OTHER LOAN DOCUMENTS.
SECTION 11.
MISCELLANEOUS
11.1.
AMENDMENTS AND WAIVERS.
(A)
NEITHER THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT, NOR ANY TERMS HEREOF OR