BY SUCH AGENT FROM THE BORROWER FOR DISTRIBUTION TO THE LENDERS BY SUCH AGENT IN
ACCORDANCE WITH THE TERMS OF THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT.
SECTION 10.13
NO LIABILITY FOR CLEAN-UP OF
HAZARDOUS MATERIALS. IF THE COLLATERAL AGENT IS REQUIRED TO ACQUIRE TITLE TO AN
ASSET FOR ANY REASON, OR TAKE ANY MANAGERIAL ACTION OF ANY KIND IN REGARD
THERETO, IN ORDER TO CARRY OUT ANY DUTY OR OBLIGATION FOR THE BENEFIT OF
ANOTHER, WHICH IN THE COLLATERAL AGENT'S SOLE DISCRETION MAY CAUSE THE
COLLATERAL AGENT TO BE CONSIDERED AN "OWNER OR OPERATOR" UNDER ANY ENVIRONMENTAL
LAWS OR OTHERWISE CAUSE THE COLLATERAL AGENT TO INCUR, OR BE EXPOSED TO, ANY
ENVIRONMENTAL LIABILITIES OR ANY LIABILITY UNDER ANY OTHER FEDERAL, STATE OR
LOCAL LAW,
132
THE COLLATERAL AGENT RESERVES THE RIGHT, INSTEAD OF TAKING SUCH ACTION, EITHER
TO RESIGN AS COLLATERAL AGENT OR TO ARRANGE FOR THE TRANSFER OF THE TITLE OR
CONTROL OF THE ASSET TO A COURT-APPOINTED RECEIVER. THE COLLATERAL AGENT WILL
NOT BE LIABLE TO ANY PERSON FOR ANY ENVIRONMENTAL LIABILITIES OR ANY
ENVIRONMENTAL CLAIMS OR CONTRIBUTION ACTIONS UNDER ANY FEDERAL, STATE OR LOCAL
LAW, RULE OR REGULATION BY REASON OF THE COLLATERAL AGENT'S ACTION AND CONDUCT
AS AUTHORIZED, EMPOWERED OR DIRECTED HEREUNDER OR RELATING TO ANY KIND OF
DISCHARGE OR RELEASE OR THREATENED DISCHARGE OR RELEASE OF ANY HAZARDOUS
MATERIALS INTO THE ENVIRONMENT.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01
AMENDMENTS, ETC. NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY OTHER FINANCING 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 (OR, IF
EXPRESSLY CONTEMPLATED HEREBY, THE ADMINISTRATIVE AGENT) AND, IN THE CASE OF AN
AMENDMENT, THE BORROWER AND IN EACH SUCH CASE ACKNOWLEDGED BY THE ADMINISTRATIVE
AGENT, AND EACH SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED THAT NO SUCH
AMENDMENT, WAIVER OR CONSENT SHALL:
(A)
EXTEND OR INCREASE THE COMMITMENT
OF ANY LENDER (OR REINSTATE ANY COMMITMENT TERMINATED PURSUANT TO
SECTION 9.03(A) (ACTION UPON OTHER EVENT OF DEFAULT) WITHOUT THE PRIOR WRITTEN
CONSENT OF SUCH LENDER (OTHER THAN ANY NON-VOTING LENDER OR EXTEND OR INCREASE
THE AGGREGATE LOAN COMMITMENT);
(B)
POSTPONE ANY DATE SCHEDULED FOR ANY
PAYMENT OF PRINCIPAL OR INTEREST UNDER SECTION 3.01 (REPAYMENT OF CONSTRUCTION
LOAN FUNDINGS), SECTION 3.02 (REPAYMENT OF TERM LOAN FUNDINGS) OR SECTION 3.03
(REPAYMENT OF WORKING CAPITAL LOAN FUNDINGS) OR SECTION 3.04 (INTEREST PAYMENT
DATES), OR ANY DATE FIXED BY THE ADMINISTRATIVE AGENT FOR THE PAYMENT OF FEES OR
OTHER AMOUNTS DUE TO THE LENDERS (OR ANY OF THEM) HEREUNDER OR UNDER ANY OTHER
FINANCING DOCUMENT WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER AFFECTED
THEREBY (OTHER THAN ANY NON-VOTING LENDER);
(C)
REDUCE THE PRINCIPAL OF, OR THE
RATE OF INTEREST SPECIFIED HEREIN ON, ANY LOAN, OR ANY FEES OR OTHER AMOUNTS
(INCLUDING THE REQUIRED CASH SWEEP OR ANY OTHER MANDATORY PREPAYMENTS