OF A LENDER (COLLECTIVELY, "RELATED OBLIGATIONS") SOLELY ON
86
THE CONDITION AND UNDERSTANDING, AS AMONG THE ADMINISTRATIVE AGENT AND THE
LENDERS, THAT (A) THE RELATED OBLIGATIONS SHALL BE ENTITLED TO THE BENEFIT OF
THE LOAN DOCUMENTS TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND TO SUCH EXTENT THE ADMINISTRATIVE AGENT SHALL HOLD, AND
HAVE THE RIGHT AND POWER TO ACT WITH RESPECT TO, THE GUARANTY ON BEHALF AND AS
AGENT FOR THE HOLDERS OF THE RELATED OBLIGATIONS, BUT THE ADMINISTRATIVE AGENT
IS OTHERWISE ACTING SOLELY AS AGENT FOR THE LENDERS AND SHALL HAVE NO FIDUCIARY
DUTY, DUTY OF LOYALTY, DUTY OF CARE, DUTY OF DISCLOSURE OR OTHER OBLIGATION
WHATSOEVER TO ANY HOLDER OF RELATED OBLIGATIONS; (B) ALL MATTERS, ACTS AND
OMISSIONS RELATING IN ANY MANNER TO THE GUARANTY SHALL BE GOVERNED SOLELY BY THE
PROVISIONS OF THIS AGREEMENT AND THE GUARANTY AND NO SEPARATE LIEN, RIGHT, POWER
OR REMEDY SHALL ARISE OR EXIST IN FAVOR OF ANY GUARANTIED PARTY (AS DEFINED IN
THE GUARANTY) UNDER ANY SEPARATE INSTRUMENT OR AGREEMENT OR IN RESPECT OF ANY
RELATED OBLIGATION; (C) EACH GUARANTIED PARTY SHALL BE BOUND BY ALL ACTIONS
TAKEN OR OMITTED, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AND THE
GUARANTY BY THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS, EACH OF WHOM
SHALL BE ENTITLED TO ACT AT ITS SOLE DISCRETION AND EXCLUSIVELY IN ITS OWN
INTEREST GIVEN ITS OWN COMMITMENT AND ITS OWN INTEREST IN THE LOANS, L/C
OBLIGATIONS AND OTHER OBLIGATIONS TO IT ARISING UNDER THIS AGREEMENT OR THE
OTHER LOAN DOCUMENTS, WITHOUT ANY DUTY OR LIABILITY TO ANY OTHER GUARANTIED
PARTY OR AS TO ANY RELATED OBLIGATION AND WITHOUT REGARD TO WHETHER ANY RELATED
OBLIGATION REMAINS OUTSTANDING OR IS OTHERWISE AFFECTED OR PUT IN JEOPARDY
THEREBY; (D) NO HOLDER OF RELATED OBLIGATIONS AND NO OTHER GUARANTIED PARTY
(EXCEPT THE ADMINISTRATIVE AGENT AND THE LENDERS, TO THE EXTENT SET FORTH IN
THIS AGREEMENT) SHALL HAVE ANY RIGHT TO BE NOTIFIED OF, OR TO DIRECT, REQUIRE OR
BE HEARD WITH RESPECT TO, ANY ACTION TAKEN OR OMITTED UNDER THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS; AND (E) NO HOLDER OF ANY RELATED OBLIGATION SHALL
EXERCISE ANY RIGHT OF SETOFF, BANKER'S LIEN OR SIMILAR RIGHT, EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 10.09. NOTWITHSTANDING ANY OTHER PROVISION IN THIS
SECTION 9.13, NO THIRD PARTY SHALL OBTAIN ANY RIGHTS OR BENEFITS PURSUANT TO
THIS SECTION 9.13 AND NO THIRD PARTY SHALL EXERCISE ANY RIGHT OF SETOFF,
BANKERS' LIEN OR SIMILAR RIGHT PURSUANT TO SECTION 10.09.
ARTICLE X.
MISCELLANEOUS
10.01
AMENDMENTS, ETC. NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT TO ANY DEPARTURE BY THE
BORROWER OR ANY OTHER LOAN PARTY THEREFROM, SHALL BE EFFECTIVE UNLESS IN WRITING
SIGNED BY THE REQUIRED LENDERS AND THE BORROWER OR THE APPLICABLE LOAN PARTY, AS
THE CASE MAY BE, AND ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT, AND EACH SUCH
WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC