THIS
AGREEMENT OR THE NOTES MAY BE AMENDED OR WAIVED IF, BUT ONLY IF, SUCH AMENDMENT
OR WAIVER IS IN WRITING AND IS SIGNED BY THE BORROWER AND THE REQUIRED LENDERS
(AND, IF THE RIGHTS OR DUTIES OF THE ADMINISTRATIVE AGENT ARE AFFECTED THEREBY,
BY THE ADMINISTRATIVE AGENT); PROVIDED THAT (A) NO SUCH AMENDMENT OR WAIVER
SHALL, UNLESS SIGNED BY ALL THE LENDERS OF THE CLASS OR CLASSES AFFECTED
THEREBY, (I) INCREASE OR DECREASE THE COMMITMENT OF ANY LENDER (EXCEPT FOR A
RATABLE DECREASE IN THE COMMITMENTS OF ALL LENDERS) OR SUBJECT ANY LENDER TO ANY
ADDITIONAL OBLIGATION (IT BEING UNDERSTOOD THAT AN INCREASE OR DECREASE PURSUANT
TO SECTION 8.06 OR 10.06 SHALL NOT CONSTITUTE AN AMENDMENT OR WAIVER FOR THIS
PURPOSE), (II) REDUCE THE PRINCIPAL OF OR RATE OF INTEREST ON ANY LOAN OR ANY
FEES HEREUNDER, (III) POSTPONE THE DATE FIXED FOR ANY PAYMENT OF PRINCIPAL OF OR
INTEREST ON ANY LOAN OR ANY FEES HEREUNDER, OR (IV) CHANGE THIS SECTION 10.05 OR
THE PERCENTAGE OF THE COMMITMENTS OR OF THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF
THE LOANS OR NOTES, OR THE NUMBER OF LENDERS, WHICH SHALL BE REQUIRED FOR THE
LENDERS OR ANY OF THEM TO TAKE ANY ACTION UNDER THIS SECTION OR ANY OTHER
PROVISION OF THIS AGREEMENT, (B) NO SUCH AMENDMENT OR WAIVER SHALL AMEND OR
WAIVE THE PROVISIONS OF ARTICLE 3 WITHOUT THE WRITTEN CONSENT OF MERRILL LYNCH
CAPITAL CORPORATION, CREDIT
SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN
ISLANDS BRANCH, AND DEUTSCHE BANK TRUST COMPANY AMERICAS (COLLECTIVELY, THE
"INITIAL LENDERS") AND (C) NO SUCH AMENDMENT OR WAIVER SHALL AMEND OR WAIVE
SECTIONS 5.07 AND 5.08 WITHOUT THE WRITTEN CONSENT OF THE REQUIRED CLASS
LENDERS.
SECTION 10.06.
SUCCESSORS AND ASSIGNS.
(A)
THE PROVISIONS OF THIS
AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER MAY NOT
ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS UNDER THIS AGREEMENT WITHOUT THE
PRIOR WRITTEN CONSENT OF ALL LENDERS.
(B)
ANY LENDER MAY AT ANY TIME GRANT TO ONE OR MORE LENDERS OR OTHER
ELIGIBLE PERSONS (EACH A "PARTICIPANT") PARTICIPATING INTERESTS IN ITS
COMMITMENT OR ANY OR ALL OF ITS LOANS.
IN THE EVENT OF ANY SUCH GRANT BY A
LENDER OF A PARTICIPATING INTEREST TO A PARTICIPANT, SUCH LENDER SHALL REMAIN
RESPONSIBLE FOR THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, AND THE BORROWER
AND THE ADMINISTRATIVE AGENT SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH
SUCH LENDER IN CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT.
THE AGREEMENT PURSUANT TO WHICH ANY LENDER MAY GRANT SUCH A
PARTICIPATING INTEREST SHALL BE SUBSTANTIALLY IN THE FORM OF EXHIBIT E HERETO
AND SHALL PROVIDE THAT SUCH LENDER SHALL RETAIN THE SOLE RIGHT AND
RESPONSIBILITY TO ENFORCE THE OBLIGATIONS OF THE BORROWER HEREUNDER INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO APPROVE ANY AMENDMENT, MODIFICATION OR WAIVER
OF ANY PROVISION OF THIS AGREEMENT AND THE RIGHT TO RECEIVE ANY PAYMENT PURSUANT
TO THE PENULTIMATE SENTENCE OF THIS