10.7 SHALL SURVIVE THE PAYMENT OF
THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
10.8.
AGENT IN ITS INDIVIDUAL CAPACITY.
THE ENTITY WHICH IS AN AGENT AND
ITS AFFILIATES MAY MAKE LOANS TO, ACCEPT DEPOSITS FROM AND GENERALLY ENGAGE IN
ANY KIND OF BUSINESS WITH THE BORROWER AS THOUGH THE ENTITY WHICH IS SUCH AGENT
WERE NOT SUCH AGENT HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS.
WITH RESPECT
TO THE LOANS MADE BY IT, SUCH ENTITY SHALL HAVE THE SAME RIGHTS AND POWERS UNDER
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AS ANY LENDER AND MAY EXERCISE THE
SAME AS THOUGH IT WERE NOT AN AGENT, AND THE TERMS "LENDER" AND "LENDERS" SHALL
INCLUDE THE ENTITY WHICH IS SUCH AGENT IN ITS INDIVIDUAL CAPACITY.
10.9.
SUCCESSOR AGENTS.
ANY AGENT MAY RESIGN AS AGENT UPON 45 DAYS'
NOTICE TO THE LENDERS.
IF ANY AGENT SHALL RESIGN AS AGENT UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS, THEN THE MAJORITY LENDERS SHALL APPOINT FROM AMONG
THE LENDERS A SUCCESSOR AGENT FOR THE LENDERS, WHICH SUCCESSOR AGENT SHALL BE
APPROVED BY THE BORROWER (EXCEPT DURING THE OCCURRENCE AND CONTINUATION OF AN
EVENT OF DEFAULT), SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD, WHEREUPON SUCH
SUCCESSOR AGENT SHALL SUCCEED TO THE RIGHTS, POWERS AND DUTIES OF SUCH AGENT,
AND THE TERM "ADMINISTRATIVE AGENT," "COLLATERAL AGENT" OR "CO-SYNDICATION
AGENT," AS THE CASE MAY BE, SHALL MEAN SUCH SUCCESSOR AGENT EFFECTIVE UPON SUCH
APPOINTMENT AND APPROVAL, 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 LOANS.
AFTER ANY RETIRING AGENT'S RESIGNATION AS 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 AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
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10.10.
ISSUING LENDER.
EACH LENDER HEREBY ACKNOWLEDGES THAT THE PROVISIONS
OF THIS SECTION 10 SHALL APPLY TO THE ISSUING LENDER, IN ITS CAPACITY AS ISSUER
OF ANY LETTER OF CREDIT, IN THE SAME MANNER AS SUCH PROVISIONS ARE EXPRESSLY
STATED TO APPLY TO THE AGENTS.
SECTION 11.
MISCELLANEOUS
11.1.
AMENDMENTS AND WAIVERS.
EXCEPT AS PROVIDED IN SUBSECTION 2.4(B)
WITH RESPECT TO A NEW REVOLVING CREDIT COMMITMENT, NEITHER THIS AGREEMENT NOR
ANY OTHER LOAN DOCUMENT, NOR ANY TERMS HEREOF OR THEREOF, MAY BE AMENDED,
SUPPLEMENTED, WAIVED OR MODIFIED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
THIS SUBSECTION 11.1.
THE MAJORITY LENDERS MAY, OR, WITH THE WRITTEN CONSENT OF
THE MAJORITY LENDERS, THE ADMINISTRATIVE AGENT MAY, FROM TIME TO TIME, (I) ENTER
INTO WITH THE APPLICABLE LOAN PARTIES WRITTEN AMENDMENTS, SUPPLEMENTS OR
MODIFICATIONS HERETO AND TO THE OTHER LOAN DOCUMENTS FOR THE PURPOSE OF ADDING
ANY PROVISIONS TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR CHANGING IN ANY
MANNER THE RIGHTS OR OBLIGATIONS OF THE LENDERS OR OF THE BORROWER OR OF ANY
OTHER LOAN PARTY