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,
75
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 TEN DAYS FOLLOWING A RETIRING ADMINISTRATIVE AGENT'S
NOTICE OF RESIGNATION, THE RETIRING ADMINISTRATIVE AGENT'S RESIGNATION SHALL
NEVERTHELESS THEREUPON BECOME EFFECTIVE AND THE LENDERS SHALL ASSUME AND PERFORM
ALL OF THE DUTIES OF THE ADMINISTRATIVE AGENT HEREUNDER UNTIL SUCH TIME, IF ANY,
AS THE REQUIRED LENDERS APPOINT A SUCCESSOR AGENT, WHICH AGENT SHALL BE (A) A
BANK ORGANIZED AND DOING BUSINESS UNDER THE LAWS OF THE UNITED STATES OR ANY
STATE THEREOF, SUBJECT TO SUPERVISION OR EXAMINATION BY FEDERAL OR STATE
AUTHORITY AND HAVING A TOTAL SHAREHOLDER EQUITY AGGREGATING AT LEAST
$1,000,000,000 AND (B) UNLESS AN EVENT OF DEFAULT UNDER SECTION 9(A) OR
SECTION 9(F) WITH RESPECT TO THE BORROWERS SHALL HAVE OCCURRED AND BE
CONTINUING, BE SUBJECT TO APPROVAL BY THE BORROWERS (WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED).
THE SYNDICATION AGENT MAY, AT ANY TIME, BY
NOTICE TO THE LENDERS AND THE ADMINISTRATIVE AGENT, RESIGN AS SYNDICATION AGENT
HEREUNDER, WHEREUPON THE DUTIES, RIGHTS, OBLIGATIONS AND RESPONSIBILITIES OF THE
SYNDICATION AGENT HEREUNDER SHALL AUTOMATICALLY BE ASSUMED BY, AND INURE TO THE
BENEFIT OF, THE ADMINISTRATIVE AGENT, WITHOUT ANY FURTHER ACT BY THE SYNDICATION
AGENT, THE ADMINISTRATIVE AGENT OR ANY LENDER.
AFTER ANY RETIRING
ADMINISTRATIVE AGENT'S RESIGNATION AS ADMINISTRATIVE AGENT, THE PROVISIONS OF
THIS SECTION 10 SHALL INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO
BE TAKEN BY IT WHILE IT WAS ADMINISTRATIVE AGENT UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
10.10.
AGENT GENERALLY.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO AGENT
SHALL HAVE ANY DUTIES OR RESPONSIBILITIES HEREUNDER IN ITS CAPACITY AS SUCH.
10.11.
THE DOCUMENTATION AGENT, SYNDICATION AGENT AND LEAD ARRANGER.
NONE
OF THE LENDERS OR OTHER PERSONS IDENTIFIED AS "THE DOCUMENTATION AGENT", "THE
SYNDICATION AGENT" OR THE "LEAD ARRANGER", IN THEIR CAPACITY AS SUCH, SHALL HAVE
ANY RIGHTS, POWERS, OBLIGATIONS, DUTIES OR RESPONSIBILITIES, AND SHALL INCUR NO
LIABILITY, UNDER THIS AGREEMENT AND OTHER LOAN DOCUMENTS OTHER THAN IN THE CASE
OF SUCH LENDERS, THOSE APPLICABLE TO ALL LENDERS AS SUCH.
WITHOUT LIMITING THE
FOREGOING, NONE OF THE LENDERS OR OTHER PERSONS SO IDENTIFIED SHALL HAVE OR BE
DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY LENDER.
SECTION 11
MISCELLANEOUS
11.1.
AMENDMENTS AND WAIVERS.
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.
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