10.15.
AMENDMENTS AND WAIVERS.
SUBJECT TO THE NEXT SUCCEEDING
SENTENCE, ANY TERM, COVENANT, AGREEMENT OR CONDITION OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS MAY BE AMENDED WITH THE CONSENT OF THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE MAJORITY LENDERS OR COMPLIANCE THEREWITH MAY BE
WAIVED (EITHER GENERALLY OR IN A PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR
PROSPECTIVELY) BY THE ADMINISTRATIVE AGENT AND THE MAJORITY LENDERS, AND IN ANY
SUCH EVENT THE FAILURE TO OBSERVE, PERFORM OR DISCHARGE ANY SUCH COVENANT,
CONDITION OR OBLIGATION (WHETHER SUCH AMENDMENT IS EXECUTED OR SUCH CONSENT OR
WAIVER IS GIVEN BEFORE OR AFTER SUCH FAILURE) SHALL NOT BE CONSTRUED AS A BREACH
OF SUCH COVENANT, CONDITION OR OBLIGATION OR AN EVENT OF DEFAULT.
NOTWITHSTANDING THE PRECEDING SENTENCE, (A) THE BORROWER, THE ADMINISTRATIVE
AGENT AND CERTAIN LENDERS MAY ENTER INTO AMENDMENTS PURSUANT TO SECTION 10.8(D)
HEREOF WITHOUT THE CONSENT OF ANY OTHER LENDER, (B) WITHOUT THE PRIOR WRITTEN
CONSENT OF EACH LENDER ADVERSELY AFFECTED THEREBY, NO AMENDMENT TO OR WAIVER
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL (I) INCREASE THE
COMMITMENT OF ANY LENDER, (II) ALTER THE TIME FOR THE PAYMENT OF THE PRINCIPAL
OF OR INTEREST ON THE LOANS, THE AMOUNT OF PRINCIPAL THEREOF, THE RATE OF
INTEREST THEREON, OR THE REQUIREMENT PURSUANT TO SECTION 2.9(A) OF THE PRO RATA
APPLICATION OF AMOUNTS RECEIVED BY THE ADMINISTRATIVE AGENT, (III) PERMIT ANY
SUBORDINATION OF THE PRINCIPAL OF OR INTEREST ON ANY LOAN, (IV) ALTER THE AMOUNT
OF ANY FEE TO BE PAID TO ANY LENDER, (V) CHANGE THE PERCENTAGE OF THE LENDERS
REQUIRED TO CONSTITUTE THE MAJORITY LENDERS, (VI) AMEND OR WAIVE THE PROVISIONS
OF SECTIONS 2.7, 2.8, 2.10, 3.4, 3.5, 4.2, 6.11, 9.2 OR 10.8 OF THIS AGREEMENT,
THIS SECTION 10.15 OR THE DEFINITION OF "LOSS THRESHOLD INCURRENCE DATE" SET
FORTH IN SECTION 1.1 OF THIS AGREEMENT, (VII) AMEND OR WAIVE SECTION 7.1 OF THIS
AGREEMENT APPLICABLE TO AN EVENT OF DEFAULT RELATING TO THE TIMING OR AMOUNT OF
ANY PAYMENT DUE UNDER THIS AGREEMENT, (VIII) AMEND OR WAIVE SECTION 2 OF, OR THE
DEFINITIONS OF "COLLATERAL" OR "SECURED OBLIGATIONS" CONTAINED IN, THE SECURITY
AGREEMENT, OR (IX) WAIVE, RELEASE OR REDUCE ANY COLLATERAL; AND (C) WITHOUT THE
PRIOR CONSENT OF THE ADMINISTRATIVE AGENT, IF IT IS ADVERSELY AFFECTED THEREBY
NO SUCH AMENDMENT OR WAIVER SHALL ALTER THE RIGHTS OF THE ADMINISTRATIVE AGENT.
SUBSEQUENT HOLDERS OF THE NOTES SHALL BE BOUND BY ANY WAIVER HEREUNDER OR
AMENDMENT HEREOF, WHETHER OR NOT ANY SUCH SUBSEQUENT HOLDER HAD NOTICE OF SUCH
WAIVER OR AMENDMENT AND WHETHER OR NOT SUCH WAIVER OR AMENDMENT IS REFLECTED IN
ANY OR ALL OF THE NOTES.
56
SECTION 10.16.
CONFIDENTIALITY.
THE ADMINISTRATIVE AGENT, THE COLLATERAL
AGENT, EACH LENDER AND EACH FRONTING LENDER AGREES TO KEEP CONFIDENTIAL ALL
NON-PUBLIC INFORMATION PROVIDED TO IT BY THE BORROWER, THE ADMINISTRATIVE AGENT,
THE COLLATERAL AGENT, ANY LENDER OR ANY FRONTING LENDER PURSUANT TO OR IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHETHER WRITTEN OR
ORAL OR OTHERWISE RECORDED, WHETHER OR