MODIFY OR WAIVE (I) SECTION 4.03 OR ANY OTHER PROVISION OF THIS AGREEMENT
IF THE EFFECT OF SUCH AMENDMENT, MODIFICATION OR WAIVER IS TO REQUIRE THE
REVOLVING LENDERS (PURSUANT TO, IN THE CASE OF ANY SUCH AMENDMENT TO A PROVISION
HEREOF OTHER THAN SECTION 4.03, ANY SUBSTANTIALLY CONCURRENT REQUEST BY THE
BORROWER FOR A BORROWING OF REVOLVING LOANS) TO MAKE REVOLVING LOANS WHEN SUCH
REVOLVING LENDERS WOULD NOT OTHERWISE BE REQUIRED TO DO SO, (II) THE AMOUNT OF
THE LETTER OF CREDIT SUBLIMIT OR (III) THE AMOUNT OF THE SWING LINE SUBLIMIT;
(C)
EXTEND OR INCREASE THE COMMITMENT OF ANY LENDER (OR REINSTATE ANY
COMMITMENT TERMINATED PURSUANT TO SECTION 8.02) WITHOUT THE WRITTEN CONSENT OF
SUCH LENDER;
(D)
POSTPONE ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
FOR ANY PAYMENT (EXCLUDING ANY MANDATORY PREPAYMENT) OF PRINCIPAL, INTEREST,
FEES OR OTHER AMOUNTS DUE TO THE LENDERS (OR ANY OF THEM) OR ANY SCHEDULED OR
MANDATORY REDUCTION OF THE COMMITMENTS HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY;
(E)
REDUCE THE PRINCIPAL OF, OR THE RATE OF INTEREST SPECIFIED HEREIN
ON, ANY LOAN OR L/C BORROWING, OR (SUBJECT TO CLAUSE (IV) OF THE SECOND PROVISO
TO THIS SECTION 10.01) ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED
THEREBY; PROVIDED, HOWEVER, THAT ONLY THE CONSENT OF THE REQUIRED LENDERS SHALL
BE NECESSARY (I) TO AMEND THE DEFINITION OF "DEFAULT RATE" OR TO WAIVE ANY
OBLIGATION OF THE BORROWER TO PAY INTEREST OR LETTER OF CREDIT FEES AT THE
DEFAULT RATE OR (II) 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 L/C BORROWING OR TO REDUCE ANY FEE PAYABLE
HEREUNDER;
107
(F)
CHANGE SECTION 2.13 OR SECTION 8.03 IN A MANNER THAT WOULD ALTER THE
PRO RATA SHARING OF PAYMENTS REQUIRED THEREBY WITHOUT THE WRITTEN CONSENT OF
EACH LENDER ADVERSELY AFFECTED THEREBY;
(G)
CHANGE SECTION 10.06 IN A MANNER THAT WOULD RESTRICT ASSIGNMENTS
THEREUNDER WITHOUT THE WRITTEN CONSENT OF EACH LENDER AFFECTED THEREBY;
(H)
CHANGE (I) ANY PROVISION OF THIS SECTION OR THE DEFINITION OF
"REQUIRED LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE NUMBER OR
PERCENTAGE OF LENDERS REQUIRED TO AMEND, WAIVE OR OTHERWISE MODIFY ANY RIGHTS
HEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT HEREUNDER (OTHER THAN
THE DEFINITIONS SPECIFIED IN CLAUSE (II) OF THIS SECTION 10.01(H)), WITHOUT THE
WRITTEN CONSENT OF EACH LENDER OR (II) THE DEFINITION OF "REQUIRED REVOLVING
LENDERS," WITHOUT THE WRITTEN CONSENT OF EACH REVOLVING LENDER;
(I)
RELEASE ALL OR SUBSTANTIALLY ALL OF THE VALUE OF THE GUARANTY OR
ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL WITHOUT THE WRITTEN CONSENT OF EACH
LENDER, EXCEPT TO THE EXTENT THE RELEASE OF ANY GUARANTY OR THE RELEASE OF
COLLATERAL IS PERMITTED PURSUANT TO SECTION 9.10 (IN WHICH CASE SUCH