THE AGENT SHALL HAVE THE SAME RIGHTS AND POWERS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ANY LENDER AND THE AGENT
MAY EXERCISE THE SAME AS THOUGH IT WERE NOT THE AGENT AND THE TERMS "LENDER" AND
"LENDERS" SHALL INCLUDE THE AGENT IN ITS INDIVIDUAL CAPACITY.
61
8.9
SUCCESSOR AGENT.
THE AGENT MAY RESIGN AS AGENT UPON TEN DAYS'
NOTICE TO THE LENDERS AND THE BORROWER.
IF THE AGENT SHALL RESIGN AS AGENT
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THEN THE MAJORITY LENDERS
SHALL APPOINT (WITH THE APPROVAL OF THE BORROWER, SUCH APPROVAL NOT TO BE
UNREASONABLY WITHHELD AND NOT TO BE REQUIRED IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING) FROM AMONG THE LENDERS A SUCCESSOR AGENT FOR THE
LENDERS, WHEREUPON SUCH SUCCESSOR AGENT SHALL SUCCEED TO THE RIGHTS, POWERS AND
DUTIES OF THE AGENT AND THE TERM "AGENT" SHALL MEAN SUCH SUCCESSOR AGENT,
EFFECTIVE UPON ITS APPOINTMENT, AND THE FORMER AGENT'S RIGHTS, POWERS AND DUTIES
AS AGENT SHALL BE TERMINATED, WITHOUT ANY OTHER OR FURTHER ACT OR DEED ON THE
PART OF SUCH FORMER AGENT OR ANY OF THE PARTIES TO THIS AGREEMENT OR ANY HOLDERS
OF THE NOTES.
NOTICE OF SUCH APPOINTMENT SHALL BE GIVEN BY SUCH SUCCESSOR AGENT
TO THE BORROWER AND EACH LENDER.
AFTER ANY RETIRING AGENT'S RESIGNATION AS
AGENT, THE PROVISIONS OF THIS SECTION SHALL INURE TO ITS BENEFIT AS TO ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE IT WAS AGENT, UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
IN ADDITION, AFTER THE REPLACEMENT OF
THE AGENT HEREUNDER, THE RETIRING AGENT SHALL REMAIN A PARTY HERETO AND SHALL
CONTINUE TO HAVE ALL THE RIGHTS AND OBLIGATIONS OF AN AGENT UNDER THIS AGREEMENT
WITH RESPECT TO LETTERS OF CREDIT ISSUED BY IT PRIOR TO SUCH REPLACEMENT, BUT
SHALL NOT BE REQUIRED TO ISSUE ADDITIONAL LETTERS OF CREDIT.
SECTION 9.
MISCELLANEOUS
9.1
AMENDMENTS AND WAIVERS.
NEITHER THIS AGREEMENT, ANY NOTE, 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.
WITH THE PRIOR WRITTEN CONSENT OF THE MAJORITY LENDERS AND THE
BORROWER, THE BORROWER MAY, FROM TIME TO TIME, ENTER INTO WRITTEN AMENDMENTS,
SUPPLEMENTS OR MODIFICATIONS HERETO AND TO THE OTHER LOAN DOCUMENTS FOR THE
PURPOSES OF ADDING ANY PROVISIONS TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS
OR CHANGING IN ANY MANNER THE RIGHTS OF THE LENDERS, THE BORROWER OR ANY OTHER
LOAN PARTY HEREUNDER OR THEREUNDER OR WAIVING, ON SUCH TERMS AND CONDITIONS AS
MAY BE SPECIFIED IN SUCH INSTRUMENT, ANY OF THE REQUIREMENTS OF THIS AGREEMENT
OR THE NOTES OR THE OTHER LOAN DOCUMENTS OR ANY DEFAULT AND ITS CONSEQUENCES;
PROVIDED, HOWEVER, THAT NO SUCH WAIVER AND NO SUCH AMENDMENT, SUPPLEMENT OR
MODIFICATION SHALL:
(A) REDUCE THE AMOUNT OR EXTEND THE MATURITY OF ANY NOTE OR
ANY INSTALLMENT DUE THEREON, OR REDUCE THE RATE OR EXTEND THE TIME OF PAYMENT OF
INTEREST THEREON, OR REDUCE THE