BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST THE INDEMNITEE AS A
RESULT OF ADMINISTRATIVE AGENT AND EACH LENDER BEING A PARTY TO THIS AGREEMENT
OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS
OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY; PROVIDED, THAT (A) IN
THE ABSENCE OF A CONFLICT OF INTEREST, THE LOAN PARTIES SHALL ONLY BE REQUIRED
TO PAY THE FEES AND EXPENSES OF ONE LAW FIRM FOR ADMINISTRATIVE AGENT AND THE
LENDERS (IN ADDITION TO THE EXPENSES OF LOCAL AND SPECIAL COUNSEL FOR
ADMINISTRATIVE AGENT AND THE LENDERS) AND (B) THE LOAN PARTIES SHALL HAVE NO
OBLIGATION TO AN INDEMNITEE HEREUNDER WITH RESPECT TO LIABILITIES ARISING FROM
THE GROSS NEGLIGENCE, WILLFUL MISCONDUCT OF, OR BREACH OF ANY LOAN DOCUMENT BY,
THAT INDEMNITEE, IN EACH SUCH CASE AS DETERMINED BY A FINAL NON APPEALABLE
JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
THIS SUBSECTION 9.1 AND ALL
INDEMNIFICATION PROVISIONS CONTAINED WITHIN ANY OTHER LOAN DOCUMENT SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
9.2
AMENDMENTS AND WAIVERS.
EXCEPT AS OTHERWISE PROVIDED HEREIN OR
THEREIN, NO AMENDMENT, MODIFICATION, TERMINATION OR WAIVER OF ANY PROVISION OF
THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, OR CONSENT TO ANY
DEPARTURE BY BORROWER THEREFROM, SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME
SHALL BE IN WRITING AND SIGNED BY BORROWER AND REQUISITE
78
LENDERS (OR ADMINISTRATIVE AGENT, IF EXPRESSLY SET FORTH HEREIN, IN ANY NOTE OR
IN ANY OTHER LOAN DOCUMENT); PROVIDED, THAT, NOTWITHSTANDING ANY OTHER PROVISION
OF THIS AGREEMENT TO THE CONTRARY AND EXCEPT, WITH RESPECT TO AN ASSIGNEE OR
ASSIGNOR HEREUNDER, TO THE EXTENT PERMITTED BY ANY APPLICABLE ASSIGNMENT AND
ASSUMPTION, NO AMENDMENT, MODIFICATION, TERMINATION OR WAIVER SHALL, UNLESS IN
WRITING AND SIGNED BY ALL LENDERS AFFECTED THEREBY (WHICH IN THE CASES OF
CLAUSES (D), (E), (F), (G) AND (H) SHALL BE ALL LENDERS), DO ANY OF THE
FOLLOWING: (A) INCREASE ANY LOAN COMMITMENT OF ANY LENDER, INCREASE ANY LENDER'S
PRO RATA SHARE OF ANY LOAN COMMITMENT, CHANGE A PRO RATA PAYMENT OF ANY LENDER,
OR MODIFY SUBSECTIONS 6.7, 6.9 OR 8.5; (B) REDUCE THE PRINCIPAL OF, RATE OF
INTEREST ON OR FEES PAYABLE WITH RESPECT TO ANY LOAN (OTHER THAN INDIRECTLY BY
REASON OF AN AMENDMENT TO A DEFINED TERM); (C) EXTEND THE REVOLVER EXPIRATION
DATE OR THE TERM LOAN MATURITY DATE OR EXTEND ANY OTHER SCHEDULED DATE ON WHICH
ANY OBLIGATION IS TO BE PAID (OTHER THAN THE DATE OF ANY PREPAYMENT, VOLUNTARY
OR MANDATORY); (D) CHANGE THE DEFINITION OF "REQUISITE LENDERS" OR CHANGE THE
PERCENTAGE OF LENDERS WHICH SHALL BE REQUIRED FOR LENDERS OR ANY OF THEM TO TAKE
ANY ACTION HEREUNDER; (E) RELEASE OR SUBORDINATE ADMINISTRATIVE AGENT'S LIEN ON
ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL (EXCEPT IF THE RELEASE OR
SUBORDINATION OF SUCH COLLATERAL IS PERMITTED UNDER AND EFFECTED IN ACCORDANCE
WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT) OR ANY MATERIAL GUARANTY OF THE
OBLIGATIONS (EXCEPT TO THE EXTENT EXPRESSLY CONTEMPLATED THEREBY); (F) AMEND OR