responsibilities or liabilities with
respect to this Agreement or the other Loan Documents or the transactions
contemplated hereby and thereby; it being understood and agreed that the Joint
Lead Arrangers, Joint Book Runners, Co-Syndication Agents, Co-Documentation
Agents and Senior Managing Agents shall be entitled to all indemnification and
reimbursement rights in favor of "Agents" as provided for under Section 11.5.
Without limitation of the foregoing, none of Joint Lead Arrangers, Joint Book
Runners, Co-Syndication Agents, Co-Documentation Agents and Senior Managing
Agents shall, solely by reason of this Agreement or any other Loan Documents,
have any fiduciary relationship in respect of any Lender or any other Person.
ARTICLE XII
MISCELLANEOUS
12.1
NO WAIVER; MODIFICATIONS IN WRITING
(A)
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO FAILURE OR
DELAY ON THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN EXERCISING ANY
RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
REMEDY.
THE REMEDIES PROVIDED FOR HEREIN ARE CUMULATIVE AND ARE NOT EXCLUSIVE
OF ANY REMEDIES THAT MAY BE AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER
AT LAW OR IN EQUITY OR OTHERWISE.
NEITHER THIS AGREEMENT NOR ANY TERMS HEREOF
MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED, DISCHARGED, TERMINATED OR
OTHERWISE CHANGED UNLESS SUCH AMENDMENT, MODIFICATION, SUPPLEMENT, WAIVER,
DISCHARGE, TERMINATION OR OTHER CHANGE IS IN WRITING SIGNED BY THE BORROWER AND
THE REQUIRED LENDERS; PROVIDED THAT NO SUCH AMENDMENT, MODIFICATION, SUPPLEMENT,
WAIVER, DISCHARGE, TERMINATION OR OTHER CHANGE SHALL, WITHOUT THE CONSENT OF
EACH
135
LENDER (OTHER THAN A DEFAULTING LENDER) WITH OBLIGATIONS DIRECTLY AFFECTED
THEREBY IN THE CASE OF THE FOLLOWING CLAUSE (I), (I) EXTEND THE FINAL SCHEDULED
MATURITY OF ANY LOAN OR NOTE (INCLUDING, WITHOUT LIMITATION, BY AMENDING OR
MODIFYING THE PROVISO CONTAINED IN THE DEFINITION OF REVOLVER TERMINATION DATE
OR TERM B LOAN MATURITY DATE), OR EXTEND THE STATED MATURITY OF ANY LETTER OF
CREDIT BEYOND THE REVOLVER TERMINATION DATE, OR REDUCE THE RATE OR EXTEND THE
TIME OF PAYMENT OF INTEREST (EXCEPT FOR WAIVERS OF DEFAULT RATE INTEREST) OR
FEES THEREON, OR REDUCE OR FORGIVE THE PRINCIPAL AMOUNT THEREOF, (II) RELEASE
ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL (EXCEPT AS EXPRESSLY PROVIDED IN THE
SECURITY DOCUMENTS) OR RELEASE ANY GUARANTOR (OTHER THAN (X) A GUARANTOR THAT IS
NOT A MATERIAL SUBSIDIARY OR (Y) IN CONNECTION WITH A TRANSACTION PERMITTED BY
SECTION 8.3), (III) AMEND, MODIFY OR WAIVE ANY PROVISION OF THIS SECTION 12.1,
(IV) REDUCE THE PERCENTAGE SPECIFIED IN THE DEFINITION OF REQUIRED LENDERS (IT
BEING UNDERSTOOD THAT, WITH THE CONSENT OF THE REQUIRED LENDERS (OR THE LENDERS
PROVIDING ADDITIONAL TERM LOANS IN THE CASE OF AN AMENDMENT PURSUANT TO SECTION
2.1(A)(II)), THE DEFINITION OF "REQUIRED LENDERS" SHALL INCLUDE LENDERS WITH
RESPECT TO ADDITIONAL REVOLVING LOANS OR TERM LOANS PURSUANT TO THIS AGREEMENT
SO LONG AS SUCH ADDITIONAL REVOLVING LOANS OR TERM LOANS ARE ON SUBSTANTIALLY