OR OF ANY STATE THEREOF AND HAVING A COMBINED CAPITAL AND SURPLUS OF AT
LEAST $50,000,000.
IF NO SUCCESSOR AGENT
HAS BEEN SO APPOINTED BY THE MAJORITY
LENDERS, AND HAS ACCEPTED SUCH APPOINTMENT, WITHIN 30 DAYS AFTER
49
THE RETIRING AGENT'S GIVING OF NOTICE OF RESIGNATION OR THE REMOVAL OF THE
RETIRING AGENT AS PROVIDED HEREIN, THEN THE RETIRING AGENT MAY, ON BEHALF OF THE
LENDERS, APPOINT A SUCCESSOR AGENT WHICH MEETS THE REQUIREMENTS SET OUT IN THE
PREVIOUS SENTENCE.
UPON THE ACCEPTANCE OF ANY APPOINTMENT AS 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 ITS DUTIES AND OBLIGATIONS UNDER
THIS AGREEMENT.
AFTER ANY RETIRING AGENT'S RESIGNATION OR REMOVAL HEREUNDER AS
AGENT, THE PROVISIONS OF THIS ARTICLE 7 SHALL INURE TO ITS BENEFIT AS TO ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS AGENT UNDER THIS
AGREEMENT.
7.7
CERTAIN OBLIGATIONS MAY BE PERFORMED BY
AFFILIATES.
THE AGENT MAY APPOINT ANY OF ITS AFFILIATES TO PERFORM ITS
OBLIGATIONS HEREUNDER OTHER THAN ANY OBLIGATION REQUIRING THE AGENT TO RECEIVE,
PAY, OR OTHERWISE HANDLE FUNDS OR NOTES, AND PROVIDED THAT THE AGENT SHALL
CONTINUE TO BE RESPONSIBLE TO THE BORROWERS AND THE LENDERS FOR THE DUE
PERFORMANCE OF THE AGENT'S OBLIGATIONS UNDER THIS AGREEMENT.
7.8
OTHER AGENTS.
EACH LENDER HEREBY
ACKNOWLEDGES THAT NEITHER THE DOCUMENTATION AGENT, SYNDICATION AGENT NOR ANY
OTHER LENDER DESIGNATED AS ANY "AGENT" (OTHER THAN THE AGENT) ON THE SIGNATURE
PAGES HEREOF HAS ANY LIABILITY HEREUNDER OTHER THAN IN ITS CAPACITY AS A LENDER.
ARTICLE 8
MISCELLANEOUS
8.1
MODIFICATION, CONSENTS AND WAIVERS.
(A)
WAIVER.
NO FAILURE OR DELAY ON THE PART OF
ANY LENDER IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER HEREUNDER.
NO NOTICE TO OR DEMAND ON THE BORROWERS IN ANY CASE
SHALL ENTITLE THE BORROWERS TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR
OR OTHER CIRCUMSTANCES.
(B)
AMENDMENT.
NO AMENDMENT OR WAIVER OF ANY
PROVISION OF THIS AGREEMENT OR OF ANY COMMITTED NOTES, NOR CONSENT TO ANY
DEPARTURE BY THE BORROWERS THEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS
SUCH AMENDMENT, WAIVER OR CONSENT IS IN WRITING AND SIGNED BY THE MAJORITY
LENDERS, AND THEN SUCH AMENDMENT, WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN
THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED,
HOWEVER, THAT NO AMENDMENT, WAIVER OR CONSENT SHALL, UNLESS IN WRITING AND
SIGNED BY ALL THE LENDERS, DO ANY OF THE FOLLOWING:
(I)
WAIVE ANY OF THE CONDITIONS SPECIFIED IN
SECTION 5.1, 5.2, OR 5.3,
(II)
EXCEPT AS PROVIDED IN SECTION 2.20,
INCREASE THE COMMITMENTS OF THE LENDERS OR SUBJECT THE LENDERS TO ANY ADDITIONAL
OBLIGATIONS,
(III)
REDUCE THE PRINCIPAL