(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 BORROWER AND ALL LENDERS AFFECTED
THEREBY, DO ANY OF THE FOLLOWING: (I) INCREASE ANY LENDER'S PRO RATA SHARE OF
ANY LOAN COMMITMENT OR CHANGE A PRO RATA PAYMENT OF ANY LENDER; (II) REDUCE THE
PRINCIPAL OF, RATE OF INTEREST ON (EXCEPT AS CONTEMPLATED BY SUBSECTION 1.2) OR
FEES PAYABLE WITH RESPECT TO ANY LOAN; PROVIDED, HOWEVER, THAT ONLY THE CONSENT
OF THE REQUISITE LENDERS SHALL BE NECESSARY (A) TO AMEND THE DEFINITION OF
"DEFAULT RATE" OR TO WAIVE ANY OBLIGATION OF BORROWER TO PAY INTEREST OR FEES AT
THE DEFAULT RATE OR (B) TO AMEND ANY FINANCIAL COVENANT HEREUNDER (OR ANY
DEFINED TERM USED THEREIN) EVEN IF THE EFFECT OF SUCH AMENDMENT WOULD BE TO
REDUCE THE RATE OF INTEREST ON ANY LOAN OR TO REDUCE ANY FEE PAYABLE HEREUNDER;
(III) EXTEND THE REVOLVING LOAN EXPIRATION DATE, THE ANY TERM LOAN MATURITY DATE
OR EXTEND ANY OTHER SCHEDULED DATE ON WHICH ANY OBLIGATION IS TO BE PAID (BUT
EXCLUDING MANDATORY PREPAYMENTS); (IV) CHANGE THE PERCENTAGE OF LENDERS WHICH
SHALL BE REQUIRED
53
FOR LENDERS OR ANY OF THEM TO TAKE ANY ACTION HEREUNDER; (V) AMEND OR WAIVE THIS
SUBSECTION 9.2 OR THE DEFINITIONS OF THE TERMS USED IN THIS SUBSECTION 9.2
INSOFAR AS THE DEFINITIONS AFFECT THE SUBSTANCE OF THIS SUBSECTION 9.2; OR
(VI) CONSENT TO THE ASSIGNMENT, DELEGATION OR OTHER TRANSFER BY BORROWER OF ANY
OF ITS RIGHTS AND OBLIGATIONS UNDER ANY LOAN DOCUMENT; AND PROVIDED, FURTHER,
THAT NO AMENDMENT, MODIFICATION, TERMINATION OR WAIVER AFFECTING THE RIGHTS OR
DUTIES OF ADMINISTRATIVE AGENT OR UNDER ANY LOAN DOCUMENT SHALL IN ANY EVENT BE
EFFECTIVE, UNLESS IN WRITING AND SIGNED BY ADMINISTRATIVE AGENT, IN ADDITION TO
LENDERS REQUIRED HEREINABOVE TO TAKE SUCH ACTION.
EACH AMENDMENT, MODIFICATION,
TERMINATION OR WAIVER SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE FOR WHICH IT WAS GIVEN.
NO AMENDMENT, MODIFICATION,
TERMINATION OR WAIVER SHALL BE REQUIRED FOR ADMINISTRATIVE AGENT TO TAKE
COLLATERAL PURSUANT TO ANY LOAN DOCUMENT.
NO AMENDMENT, MODIFICATION,
TERMINATION OR WAIVER OF ANY PROVISION OF ANY NOTE SHALL BE EFFECTIVE WITHOUT
THE WRITTEN CONCURRENCE OF THE HOLDER OF THAT NOTE, EXCEPT TO THE EXTENT THAT
ALL NOTES HAVE BEEN AMENDED WITH THE CONSENT OF REQUISITE LENDERS AS PERMITTED
HEREIN.
NO NOTICE TO OR DEMAND ON BORROWER OR ANY OTHER PERSON IN ANY CASE
SHALL ENTITLE BORROWER OR SUCH PERSON TO ANY OTHER OR FURTHER NOTICE OR DEMAND
IN SIMILAR OR OTHER CIRCUMSTANCES.
ANY AMENDMENT, MODIFICATION, TERMINATION,
WAIVER OR CONSENT EFFECTED IN ACCORDANCE WITH THIS SUBSECTION 9.2 SHALL BE
BINDING UPON EACH HOLDER OF THE NOTES AT THE TIME OUTSTANDING, EACH FUTURE
HOLDER OF THE NOTES, AND,