(CONFIDENTIALITY) AND THE
DECISIONS AND ACTIONS OF THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS (OR,
WHERE EXPRESSLY REQUIRED BY THE TERMS OF THIS AGREEMENT, A GREATER PROPORTION OF
THE LENDERS) TO THE SAME EXTENT A LENDER IS BOUND; PROVIDED, HOWEVER, THAT,
NOTWITHSTANDING THE FOREGOING, (A) SUCH SECURED PARTY SHALL BE BOUND BY
SECTION 10.8 ONLY TO THE EXTENT OF LIABILITIES, COSTS AND EXPENSES WITH RESPECT
TO OR OTHERWISE RELATING TO THE COLLATERAL HELD FOR THE BENEFIT OF SUCH SECURED
PARTY, IN WHICH CASE THE OBLIGATIONS OF SUCH SECURED PARTY THEREUNDER SHALL NOT
BE LIMITED BY ANY CONCEPT OF PRO RATA SHARE OR SIMILAR CONCEPT, (B) EXCEPT AS
SET FORTH SPECIFICALLY HEREIN, EACH OF THE ADMINISTRATIVE AGENT, THE LENDERS AND
THE L/C ISSUERS SHALL BE ENTITLED TO ACT AT ITS SOLE DISCRETION, WITHOUT REGARD
TO THE INTEREST OF SUCH SECURED PARTY, REGARDLESS OF WHETHER ANY OBLIGATION TO
SUCH SECURED PARTY THEREAFTER REMAINS OUTSTANDING, IS DEPRIVED OF THE BENEFIT OF
THE COLLATERAL, BECOMES UNSECURED OR IS OTHERWISE AFFECTED OR PUT IN JEOPARDY
THEREBY, AND WITHOUT ANY DUTY OR LIABILITY TO SUCH SECURED PARTY OR ANY SUCH
OBLIGATION AND (C) EXCEPT AS SET FORTH SPECIFICALLY HEREIN, SUCH SECURED PARTY
SHALL NOT HAVE ANY RIGHT TO BE NOTIFIED OF, CONSENT TO, DIRECT, REQUIRE OR BE
HEARD WITH RESPECT TO, ANY ACTION TAKEN OR OMITTED IN RESPECT OF THE COLLATERAL
OR UNDER ANY LOAN DOCUMENT.
ARTICLE 11
MISCELLANEOUS
SECTION 11.1
AMENDMENTS, WAIVERS, ETC.
(A)
NO AMENDMENT OR WAIVER OF
ANY PROVISION OF ANY LOAN DOCUMENT (OTHER THAN THE FEE LETTERS, THE CONTROL
AGREEMENTS, AND THE L/C REIMBURSEMENT AGREEMENTS) AND NO CONSENT TO ANY
DEPARTURE BY ANY LOAN PARTY THEREFROM SHALL BE EFFECTIVE UNLESS THE SAME SHALL
BE IN WRITING AND SIGNED (1) IN THE CASE OF AN AMENDMENT, CONSENT OR WAIVER TO
GRANT A NEW LIEN FOR THE BENEFIT OF THE SECURED PARTIES OR EXTENDING AN EXISTING
LIEN OVER ADDITIONAL PROPERTY, BY THE ADMINISTRATIVE AGENT AND THE BORROWER, (2)
IN THE CASE OF ANY OTHER AMENDMENT, WAIVER OR CONSENT, BY THE REQUIRED LENDERS
(OR BY THE ADMINISTRATIVE AGENT WITH THE CONSENT OF THE REQUIRED LENDERS) AND
THE BORROWER OR, IN THE CASE OF ANY LOAN DOCUMENTS OTHER THAN THIS AGREEMENT,
THE APPLICABLE LOAN PARTY OR LOAN PARTIES; PROVIDED, HOWEVER, THAT NO AMENDMENT,
CONSENT OR WAIVER DESCRIBED IN CLAUSE (2) OR (3) ABOVE SHALL, UNLESS IN WRITING
AND SIGNED BY EACH LENDER DIRECTLY AFFECTED THEREBY (OR BY THE
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ADMINISTRATIVE AGENT WITH THE CONSENT OF SUCH LENDER), IN ADDITION TO ANY OTHER
PERSON THE SIGNATURE OF WHICH IS OTHERWISE REQUIRED PURSUANT TO ANY LOAN
DOCUMENT, DO ANY OF THE FOLLOWING:
(I)
INCREASE THE COMMITMENT OF SUCH LENDER
(IT BEING UNDERSTOOD
THAT A WAIVER OF ANY CONDITION PRECEDENT SET FORTH IN ARTICLE 3, OR WAIVER OF
ANY DEFAULT OR EVENT OF DEFAULT, MANDATORY PREPAYMENT OR MANDATORY REDUCTION OF
THE COMMITMENTS, SHALL NOT CONSTITUTE AN INCREASE OF THE COMMITMENT OF ANY
LENDER);
(II)
REDUCE (INCLUDING THROUGH RELEASE, FORGIVENESS, ASSIGNMENT OR
OTHERWISE) (A) THE PRINCIPAL AMOUNT OF, THE