ADMINISTRATIVE
AGENT'S RESIGNATION OR REMOVAL AS ADMINISTRATIVE AGENT, THE PROVISIONS OF THIS
SECTION 10 AND SECTION 11.5 SHALL INURE TO ITS BENEFIT AND THE BENEFIT OF ITS
AGENTS AND THEIR RESPECTIVE RELATED PARTIES AS TO ANY ACTIONS TAKEN OR OMITTED
TO BE TAKEN BY ANY OF THEM WHILE IT WAS ACTING UNDER THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS.
10.10.
AGENTS GENERALLY. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO AGENT
SHALL HAVE ANY DUTIES OR RESPONSIBILITIES HEREUNDER IN ITS CAPACITY AS SUCH.
10.11.
LEAD ARRANGERS AND SYNDICATION AGENT. EACH OF THE LEAD ARRANGERS AND
THE SYNDICATION AGENT, IN ITS CAPACITY AS SUCH, SHALL HAVE NO DUTIES OR
RESPONSIBILITIES, AND SHALL INCUR NO LIABILITY, UNDER THIS AGREEMENT AND OTHER
LOAN DOCUMENTS.
SECTION 11.
MISCELLANEOUS
11.1.
AMENDMENTS AND WAIVERS. NEITHER THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT, NOR ANY TERMS HEREOF OR THEREOF MAY BE AMENDED, SUPPLEMENTED OR
MODIFIED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.4 OR THIS
SECTION 11.1; PROVIDED THAT INCREMENTAL TERM LOAN AMENDMENTS PURSUANT TO AND IN
COMPLIANCE WITH SECTION 2.4 SHALL NOT BE SUBJECT TO THIS SECTION 11.1. THE
REQUIRED LENDERS AND EACH LOAN PARTY PARTY TO THE RELEVANT LOAN DOCUMENT MAY,
OR, WITH THE WRITTEN CONSENT OF THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT
AND EACH LOAN PARTY PARTY TO THE RELEVANT LOAN DOCUMENT MAY, FROM TIME TO TIME,
(A) ENTER INTO WRITTEN AMENDMENTS, CONSENTS, SUPPLEMENTS OR MODIFICATIONS HERETO
AND TO THE OTHER LOAN DOCUMENTS FOR THE PURPOSE OF ADDING ANY PROVISIONS TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR CHANGING IN ANY MANNER THE RIGHTS OF
THE LENDERS OR OF THE LOAN PARTIES HEREUNDER OR THEREUNDER OR (B) WAIVE, ON SUCH
TERMS AND CONDITIONS AS THE REQUIRED LENDERS OR THE ADMINISTRATIVE AGENT, AS THE
CASE MAY BE, MAY SPECIFY IN SUCH INSTRUMENT, ANY OF THE REQUIREMENTS OF THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY DEFAULT OR EVENT OF DEFAULT AND ITS
CONSEQUENCES; PROVIDED, HOWEVER, THAT NO SUCH WAIVER AND NO SUCH AMENDMENT,
SUPPLEMENT OR MODIFICATION SHALL (I) FORGIVE THE PRINCIPAL AMOUNT OF ANY LOAN OR
L/C DISBURSEMENT OR EXTEND THE FINAL SCHEDULED DATE OF MATURITY OF ANY LOAN,
EXTEND THE SCHEDULED DATE OF ANY AMORTIZATION PAYMENT IN RESPECT OF ANY TERM
LOAN, EXTEND THE REQUIRED DATE OF
91
REIMBURSEMENT OF ANY L/C DISBURSEMENT, REDUCE THE STATED RATE OF ANY INTEREST OR
FEE PAYABLE HEREUNDER (EXCEPT (X) IN CONNECTION WITH THE WAIVER OF APPLICABILITY
OF ANY POST-DEFAULT INCREASE IN INTEREST RATES, WHICH WAIVER SHALL BE EFFECTIVE
WITH THE CONSENT OF THE MAJORITY FACILITY LENDERS OF EACH ADVERSELY AFFECTED
FACILITY AND (Y) THAT ANY AMENDMENT OR MODIFICATION OF DEFINED TERMS USED IN THE
FINANCIAL COVENANTS IN THIS AGREEMENT SHALL NOT CONSTITUTE A REDUCTION IN THE
RATE OF INTEREST OR FEES FOR PURPOSES OF THIS CLAUSE (I)) OR EXTEND THE
SCHEDULED DATE OF ANY PAYMENT THEREOF, OR INCREASE THE AMOUNT OR EXTEND THE
EXPIRATION DATE OF ANY LENDER'S REVOLVING COMMITMENT UNDER EITHER REVOLVING
FACILITY, IN EACH CASE WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY