and remedies under the Guarantee may be
exercised solely by the Administrative Agent, on behalf of the Guaranteed
Parties.
112
SECTION 13.
MISCELLANEOUS
13.1.
Amendments, Waivers and Releases.
(A)
NEITHER THIS AGREEMENT NOR ANY OTHER LOAN DOCUMENT, NOR ANY TERMS
HEREOF OR THEREOF, MAY BE AMENDED, SUPPLEMENTED OR MODIFIED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF THIS SECTION 13.1. THE REQUIRED LENDERS MAY, OR, WITH THE
WRITTEN CONSENT OF THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT MAY, FROM TIME
TO TIME, (A) ENTER INTO WITH THE RELEVANT LOAN PARTY OR LOAN PARTIES WRITTEN
AMENDMENTS, 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, (B) WAIVE IN WRITING, 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
OR (C) CONSENT TO AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO THE FORM OF THE
SENIOR REFINANCING INDENTURE PRIOR TO THE INTERIM LOAN CONVERSION DATE;
PROVIDED, HOWEVER, THAT EACH SUCH WAIVER AND EACH SUCH AMENDMENT, SUPPLEMENT OR
MODIFICATION SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
SPECIFIC PURPOSE FOR WHICH GIVEN AND PROVIDED, FURTHER, THAT NO SUCH WAIVER AND
NO SUCH AMENDMENT, SUPPLEMENT OR MODIFICATION SHALL (I) FORGIVE OR REDUCE ANY
PORTION OF ANY LOAN OR EXTEND THE FINAL SCHEDULED MATURITY DATE OF ANY LOAN OR
REDUCE THE STATED RATE (IT BEING UNDERSTOOD THAT ANY CHANGE TO THE DEFINITION OF
CONSOLIDATED LEVERAGE RATIO OR CONSOLIDATED SECURED DEBT RATIO OR FIXED CHARGE
COVERAGE RATIO OR IN THE COMPONENT DEFINITIONS THEREOF SHALL NOT CONSTITUTE A
REDUCTION IN THE RATE AND ONLY THE CONSENT OF THE REQUIRED LENDERS SHALL BE
NECESSARY TO WAIVE ANY OBLIGATION OF THE BORROWER TO PAY INTEREST AT THE
"DEFAULT RATE" OR AMEND SECTION 2.8(C)), OR FORGIVE ANY PORTION, OR EXTEND THE
DATE FOR THE PAYMENT, OF ANY INTEREST OR FEE PAYABLE HEREUNDER (OTHER THAN AS A
RESULT OF WAIVING THE APPLICABILITY OF ANY POST-DEFAULT INCREASE IN INTEREST
RATES), OR EXTEND THE FINAL EXPIRATION DATE OF ANY LENDER'S COMMITMENT OR
INCREASE THE AGGREGATE AMOUNT OF THE COMMITMENTS OF ANY LENDER, OR AMEND OR
MODIFY ANY PROVISIONS OF SECTION 5.3(A) (WITH RESPECT TO THE RATABLE ALLOCATION
OF ANY PAYMENTS ONLY) AND 13.8(A) AND 13.20, OR MAKE ANY LOAN, INTEREST, FEE OR
OTHER AMOUNT PAYABLE IN ANY CURRENCY OTHER THAN EXPRESSLY PROVIDED HEREIN, IN
EACH CASE WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AND ADVERSELY
AFFECTED THEREBY (OR, IN THE CASE OF ANY FEES, THE WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT), OR (II) AMEND, MODIFY OR WAIVE ANY PROVISION OF THIS
SECTION 13.1 OR REDUCE THE PERCENTAGES SPECIFIED IN THE DEFINITIONS OF THE TERMS
"REQUIRED LENDERS," CONSENT TO THE ASSIGNMENT OR TRANSFER BY