OF CREDIT ISSUER, AMEND, MODIFY OR WAIVE ANY
PROVISION OF SECTION 1A OR ALTER ITS RIGHTS OR OBLIGATIONS WITH RESPECT TO
LETTERS OF CREDIT, (X) WITHOUT THE CONSENT OF THE SWINGLINE LENDER, ALTER ITS
RIGHTS OR OBLIGATIONS WITH RESPECT TO SWINGLINE LOANS, (Y) WITHOUT THE CONSENT
OF THE RESPECTIVE AGENT, AMEND, MODIFY
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OR WAIVE ANY PROVISION OF SECTION 11 AS SAME APPLIES TO SUCH AGENT OR ANY OTHER
PROVISION AS SAME RELATES TO THE RIGHTS OR OBLIGATIONS OF SUCH AGENT AND (Z)
WITHOUT THE CONSENT OF THE COLLATERAL AGENT, AMEND, MODIFY OR WAIVE ANY
PROVISION RELATING TO THE RIGHTS OR OBLIGATIONS OF THE COLLATERAL AGENT.
(B)
IF, IN CONNECTION WITH ANY PROPOSED CHANGE, WAIVER, DISCHARGE OR
TERMINATION OF OR TO ANY OF THE PROVISIONS OF THIS AGREEMENT AS CONTEMPLATED BY
CLAUSES (I) THROUGH (VI), INCLUSIVE, OF THE FIRST PROVISO TO SECTION 11.12(A),
THE CONSENT OF THE REQUIRED LENDERS IS OBTAINED BUT THE CONSENT OF ONE OR MORE
OF SUCH OTHER LENDERS WHOSE CONSENT IS REQUIRED IS NOT OBTAINED, THEN THE
BORROWER SHALL HAVE THE RIGHT, SO LONG AS ALL NON-CONSENTING LENDERS WHOSE
INDIVIDUAL CONSENT IS REQUIRED ARE TREATED AS DESCRIBED IN EITHER CLAUSE (A) OR
(B) BELOW, TO EITHER (A) REPLACE EACH SUCH NON-CONSENTING LENDER OR LENDERS (OR,
AT THE OPTION OF THE BORROWER IF THE RESPECTIVE LENDER'S CONSENT IS REQUIRED
WITH RESPECT TO LESS THAN ALL FACILITIES OF LOANS (OR RELATED COMMITMENTS), TO
REPLACE ONLY THE REVOLVING COMMITMENTS AND/OR LOANS OF THE RESPECTIVE
NON-CONSENTING LENDER WHICH GAVE RISE TO THE NEED TO OBTAIN SUCH LENDER'S
INDIVIDUAL CONSENT) WITH ONE OR MORE REPLACEMENT LENDERS PURSUANT TO SECTION
1.13 SO LONG AS AT THE TIME OF SUCH REPLACEMENT, EACH SUCH REPLACEMENT LENDER
CONSENTS TO THE PROPOSED CHANGE, WAIVER, DISCHARGE OR TERMINATION OR (B)
TERMINATE SUCH NON-CONSENTING LENDER'S REVOLVING COMMITMENT (IF SUCH LENDER'S
CONSENT IS REQUIRED AS A RESULT OF ITS REVOLVING COMMITMENT) AND/OR REPAY EACH
FACILITY OF OUTSTANDING LOANS OF SUCH LENDER WHICH GAVE RISE TO THE NEED TO
OBTAIN SUCH LENDER'S CONSENT AND/OR CASH COLLATERALIZE ITS APPLICABLE PERCENTAGE
OF THE LETTER OF CREDIT OF OUTSTANDINGS, IN ACCORDANCE WITH SECTIONS 2.02(B)
AND/OR 3.02(A)(A), PROVIDED THAT, UNLESS THE COMMITMENTS WHICH ARE TERMINATED
AND LOANS WHICH ARE REPAID PURSUANT TO PRECEDING CLAUSE (B) ARE IMMEDIATELY
REPLACED IN FULL AT SUCH TIME THROUGH THE ADDITION OF NEW LENDERS OR THE
INCREASE OF THE COMMITMENTS AND/OR OUTSTANDING LOANS OF EXISTING LENDERS (WHO IN
EACH CASE MUST SPECIFICALLY CONSENT THERETO), THEN IN THE CASE OF ANY ACTION
PURSUANT TO PRECEDING CLAUSE (B), THE REQUIRED LENDERS (DETERMINED AFTER GIVING
EFFECT TO THE PROPOSED ACTION) SHALL SPECIFICALLY CONSENT THERETO, PROVIDED,
FURTHER, THAT THE BORROWER SHALL NOT HAVE THE RIGHT TO REPLACE A LENDER,
TERMINATE ITS COMMITMENT OR REPAY ITS LOANS SOLELY AS A RESULT OF THE EXERCISE
OF SUCH LENDER'S RIGHTS (AND THE WITHHOLDING OF ANY REQUIRED CONSENT BY SUCH
LENDER) PURSUANT TO THE SECOND PROVISO TO SECTION 11.12(A).
(c)
Notwithstanding anything to the contrary contained in clause (a)
above of this Section 11.12, the Borrower,