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 THEREOF MAY BE AMENDED, SUPPLEMENTED OR
MODIFIED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11.1; PROVIDED
THAT INCREMENTAL AMENDMENTS PURSUANT TO AND IN COMPLIANCE WITH SECTION 4.17
SHALL NOT BE SUBJECT TO THIS SECTION 11.1. THE REQUIRED LENDERS AND EACH LOAN
PARTY TO THE RELEVANT LOAN DOCUMENT MAY, OR, WITH THE WRITTEN CONSENT OF THE
REQUIRED LENDERS, THE ADMINISTRATIVE AGENT AND EACH LOAN PARTY TO THE RELEVANT
LOAN DOCUMENT MAY, FROM TIME TO TIME, (A) ENTER INTO WRITTEN AMENDMENTS,
CONSENTS, SUPPLEMENTS OR MODIFICATIONS HERETO AND TO THE OTHER LOAN DOCUMENTS
FOR THE PURPOSE OF ADDING
94
ANY PROVISIONS TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR CHANGING IN ANY
MANNER THE RIGHTS OF THE LENDERS OR OF THE LOAN PARTIES HEREUNDER OR THEREUNDER
OR (B) WAIVE, ON SUCH TERMS AND CONDITIONS AS THE REQUIRED LENDERS OR THE
ADMINISTRATIVE AGENT, AS THE CASE MAY BE, MAY SPECIFY IN SUCH INSTRUMENT, ANY OF
THE REQUIREMENTS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY