LENDERS SHALL APPOINT FROM AMONG LENDERS A SUCCESSOR AGENT
FOR LENDERS.
IF NO SUCCESSOR AGENT IS APPOINTED PRIOR TO THE EFFECTIVE DATE OF
THE RESIGNATION OF AGENT, AGENT MAY APPOINT, AFTER CONSULTING WITH LENDERS AND
BORROWER, A SUCCESSOR AGENT FROM AMONG LENDERS.
UPON THE ACCEPTANCE OF ITS
APPOINTMENT AS SUCCESSOR AGENT HEREUNDER, SUCH SUCCESSOR AGENT SHALL SUCCEED TO
ALL THE RIGHTS, POWERS AND DUTIES OF THE RETIRING AGENT AND THE TERM "AGENT"
SHALL MEAN SUCH SUCCESSOR AGENT AND THE RETIRING AGENT'S APPOINTMENT, POWERS AND
DUTIES AS AGENT SHALL BE TERMINATED.
AFTER ANY RETIRING AGENT'S RESIGNATION
HEREUNDER AS AGENT, THE PROVISIONS OF THIS ARTICLE VII AND SECTION 8.4 SHALL
INURE TO ITS BENEFIT AS TO ANY ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT WHILE
IT WAS AGENT UNDER THIS AGREEMENT.
IF NO SUCCESSOR AGENT HAS ACCEPTED
APPOINTMENT AS AGENT BY THE DATE WHICH IS 30 DAYS FOLLOWING A RETIRING AGENT'S
NOTICE OF RESIGNATION, THE RETIRING AGENT'S RESIGNATION SHALL NEVERTHELESS
THEREUPON BECOME EFFECTIVE AND LENDERS SHALL PERFORM ALL OF THE DUTIES OF AGENT
HEREUNDER UNTIL SUCH TIME, IF ANY, AS MAJORITY LENDERS APPOINT A SUCCESSOR AGENT
AS PROVIDED FOR ABOVE.
SECTION 8.
MISCELLANEOUS.
8.1
AMENDMENTS.
NO MATERIAL AMENDMENT OR WAIVER (AS REASONABLY
DETERMINED BY AGENT) OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, AND NO CONSENT WITH RESPECT TO ANY DEPARTURE BY HOLDINGS, BORROWER OR
ANY APPLICABLE SUBSIDIARY THEREFROM, SHALL BE EFFECTIVE UNLESS THE SAME SHALL BE
IN WRITING AND SIGNED BY MAJORITY LENDERS (OR BY AGENT AT THE WRITTEN REQUEST OF
MAJORITY LENDERS), HOLDINGS AND BORROWER AND ACKNOWLEDGED BY AGENT, AND THEN ANY
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 SUCH WAIVER, AMENDMENT, OR CONSENT SHALL, UNLESS IN WRITING AND SIGNED BY ALL
LENDERS, HOLDINGS AND BORROWER AND ACKNOWLEDGED BY AGENT, DO ANY OF THE
FOLLOWING:
(A)
POSTPONE OR DELAY ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT FOR ANY PAYMENT OF PRINCIPAL, INTEREST, FEES (OTHER THAN ANY FEES
PAYABLE SOLELY TO AGENT, WHICH FEES AGENT MAY, IN ITS SOLE DISCRETION AND
WITHOUT FURTHER CONSENT, AGREE TO AMEND OR MODIFY) OR OTHER AMOUNTS DUE TO
LENDERS (OR ANY OF THEM) HEREUNDER OR UNDER, ANY OTHER LOAN DOCUMENT (INCLUDING
THE DATE OF ANY MANDATORY PREPAYMENT HEREUNDER);
(B)
REDUCE THE PRINCIPAL OF, OR THE RATE OF INTEREST SPECIFIED HEREIN ON
ANY LOAN, OR ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT (OTHER THAN ANY FEES OR OTHER AMOUNTS PAYABLE SOLELY TO AGENT, WHICH
FEES AND OTHER AMOUNTS AGENT MAY, IN ITS SOLE DISCRETION AND WITHOUT FURTHER
CONSENT, AGREE TO AMEND OR MODIFY);
(C)
CHANGE THE PERCENTAGE OF THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF
THE LOANS WHICH IS REQUIRED FOR LENDERS OR ANY OF THEM TO TAKE ANY ACTION
HEREUNDER;
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(D)
AMEND THIS SECTION 8.1, SECTION 2.15, THE DEFINITION OF "MAJORITY
LENDERS" HEREIN, OR ANY PROVISION HEREIN PROVIDING FOR CONSENT OR