NOT CURED WITHIN TWO
BUSINESS DAYS OF RECEIPT FROM THE ADMINISTRATIVE AGENT OF WRITTEN NOTICE
THEREOF, THEN, IN ADDITION TO THE RIGHTS AND REMEDIES THAT MAY BE AVAILABLE TO
THE OTHER CREDIT PARTIES, THE LOAN PARTIES OR ANY OTHER PARTY AT LAW OR IN
EQUITY, AND NOT AT LIMITATION THEREOF, SUCH DEFAULTING LENDER'S RIGHT TO
PARTICIPATE IN THE ADMINISTRATION OF, OR DECISION-MAKING RIGHTS RELATED TO, THE
OBLIGATIONS, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE SUSPENDED
DURING THE PENDENCY OF SUCH FAILURE OR REFUSAL.
SUCH DECISION-MAKING AND
PARTICIPATION RIGHTS SHALL BE RESTORED ONLY UPON THE PAYMENT BY THE DEFAULTING
LENDER OF THE EXPENSES OR OTHER AMOUNTS AS TO WHICH IT IS DELINQUENT, TOGETHER
WITH INTEREST THEREON AT THE RATE SET FORTH IN SECTION 2.05(B) HEREOF FROM THE
DATE WHEN ORIGINALLY DUE UNTIL THE DATE UPON WHICH ANY SUCH AMOUNTS ARE ACTUALLY
PAID.
(B)
EACH DEFAULTING LENDER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH
NON-DEFAULTING LENDER FROM AND AGAINST ANY AND ALL LOSS, DAMAGE OR EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND FUNDS ADVANCED BY THE ADMINISTRATIVE
AGENT OR BY ANY NON-DEFAULTING LENDER, ON ACCOUNT OF A DEFAULTING LENDER'S
FAILURE TO PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
SECTION 9.17.
ACTIONS IN CONCERT.
ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, EACH LENDER HEREBY AGREES WITH EACH OTHER LENDER THAT NO LENDER
SHALL TAKE ANY ACTION TO PROTECT OR ENFORCE ITS RIGHTS ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT (INCLUDING EXERCISING ANY RIGHTS OF SETOFF)
WITHOUT FIRST OBTAINING THE PRIOR WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT
AND THE REQUIRED LENDERS, IT BEING THE INTENT OF LENDERS THAT ANY SUCH ACTION TO
PROTECT OR ENFORCE RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
SHALL BE TAKEN IN CONCERT AND AT THE DIRECTION OR WITH THE CONSENT OF THE
ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS.
ARTICLE X
MISCELLANEOUS
SECTION 10.01.
AMENDMENTS.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT TO ANY DEPARTURE BY ANY
LOAN PARTY
70
THEREFROM, SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY THE REQUIRED LENDERS
(OR THE ADMINISTRATIVE AGENT, WITH THE CONSENT OF THE REQUIRED LENDERS) AND THE
BORROWER, AND EACH SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE
SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED,
HOWEVER, THAT NO SUCH AMENDMENT, WAIVER OR CONSENT SHALL:
(A)
POSTPONE ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT FOR
ANY PAYMENT OF PRINCIPAL, INTEREST, FEES OR PREMIUMS DUE TO THE LENDERS (OR ANY
OF THEM) HEREUNDER OR UNDER ANY OF THE OTHER LOAN DOCUMENTS WITHOUT THE WRITTEN
CONSENT OF EACH LENDER ENTITLED TO SUCH PAYMENT;
(B)
REDUCE THE PRINCIPAL OF, OR THE RATE OF INTEREST SPECIFIED HEREIN ON, ANY
LOAN, OR ANY FEE OR PREMIUM PAYABLE HEREUNDER, WITHOUT THE WRITTEN CONSENT OF
EACH LENDER ENTITLED TO SUCH AMOUNT;
(C)
CHANGE SECTION 2.03(A), SECTION 2.09, SECTION 8.04 OR THE DEFINITION OF
"APPLICABLE PERCENTAGE" IN A MANNER THAT WOULD ALTER