ANY AGENT AFFILIATE'S TRANSMISSION OF APPROVED ELECTRONIC
COMMUNICATIONS THROUGH THE INTERNET OR ANY USE OF THE PLATFORM, EXCEPT TO THE
EXTENT SUCH LIABILITY OF ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FORM
SUCH AGENT AFFILIATE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
10.4
SET-OFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED UNDER
APPLICABLE LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS, SUBJECT TO THE
INTERCREDITOR AGREEMENT, UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT EACH
LENDER, EACH ISSUING BANK AND EACH FACILITY AGENT IS HEREBY AUTHORIZED BY EACH
CREDIT PARTY AT ANY TIME OR FROM TIME TO TIME SUBJECT TO THE CONSENT OF
ADMINISTRATIVE AGENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR DELAYED),
WITHOUT NOTICE TO ANY CREDIT PARTY OR TO ANY OTHER PERSON (OTHER THAN
ADMINISTRATIVE AGENT), ANY SUCH NOTICE BEING HEREBY EXPRESSLY WAIVED, TO SET OFF
AND TO APPROPRIATE AND TO APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
INCLUDING INDEBTEDNESS EVIDENCED BY CERTIFICATES OF DEPOSIT, WHETHER MATURED OR
UNMATURED, BUT NOT INCLUDING TRUST ACCOUNTS) AND ANY OTHER INDEBTEDNESS AT ANY
TIME HELD OR OWING BY SUCH LENDER, ISSUING BANK OR FACILITY AGENT TO OR FOR THE
CREDIT OR THE ACCOUNT OF ANY CREDIT PARTY AGAINST AND ON ACCOUNT OF THE
OBLIGATIONS AND LIABILITIES OF ANY CREDIT PARTY TO SUCH PERSON HEREUNDER, THE
LETTERS OF CREDIT AND PARTICIPATIONS THEREIN AND UNDER THE OTHER CREDIT
DOCUMENTS, INCLUDING ALL CLAIMS OF ANY NATURE OR DESCRIPTION ARISING OUT OF OR
CONNECTED HERETO, THE LETTERS OF CREDIT AND PARTICIPATIONS THEREIN OR WITH ANY
OTHER CREDIT DOCUMENT, IRRESPECTIVE OF WHETHER OR NOT (A) SUCH PERSON SHALL HAVE
MADE ANY DEMAND HEREUNDER OR (B) THE PRINCIPAL OF OR THE INTEREST ON THE LOANS
OR ANY AMOUNTS IN RESPECT OF THE LETTERS OF CREDIT OR ANY OTHER AMOUNTS DUE
HEREUNDER SHALL HAVE BECOME DUE AND PAYABLE PURSUANT TO SECTION 2 AND ALTHOUGH
SUCH OBLIGATIONS AND LIABILITIES, OR ANY OF THEM, MAY BE CONTINGENT OR
UNMATURED.
10.5
AMENDMENTS AND WAIVERS.
(A)
REQUISITE LENDERS' CONSENT.
EXCEPT AS EXPRESSLY PROVIDED
OTHERWISE IN THE INTERCREDITOR AGREEMENT AND SUBJECT TO SECTIONS 10.5(B) AND
10.5(C), NO AMENDMENT, MODIFICATION, TERMINATION OR
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WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE INTERCREDITOR OR THE PLEDGE AND
SECURITY AGREEMENT , OR CONSENT TO ANY DEPARTURE BY ANY CREDIT PARTY THEREFROM,
SHALL IN ANY EVENT BE EFFECTIVE WITHOUT THE WRITTEN CONCURRENCE OF THE REQUISITE
LENDERS; PROVIDED, THAT THE ADMINISTRATIVE AGENT MAY, WITH THE CONSENT OF THE
BORROWER ONLY, AMEND, MODIFY OR SUPPLEMENT THIS AGREEMENT TO CURE ANY MINOR
AMBIGUITY, OMISSION, DEFECT OR INCONSISTENCY, SO LONG AS SUCH AMENDMENT,
MODIFICATION OR SUPPLEMENT DOES NOT ADVERSELY AFFECT THE RIGHTS OF ANY LENDER OR
ANY ISSUING BANK.
(B)
AFFECTED LENDERS' CONSENT.
WITHOUT THE WRITTEN CONSENT OF EACH
LENDER (OTHER THAN A DEFAULTING LENDER) THAT WOULD BE AFFECTED THEREBY, NO
AMENDMENT, MODIFICATION, TERMINATION, OR CONSENT SHALL BE EFFECTIVE IF THE
EFFECT THEREOF WOULD:
(I)
EXTEND THE SCHEDULED FINAL MATURITY OF