LENDER; OR
(D)
REDUCE THE RATE OR EXTEND THE TIME OF PAYMENT OF, OR EXCUSE THE
PAYMENT OF, ANY FEES TO WHICH ANY LENDER IS ENTITLED HEREUNDER, WITHOUT THE
WRITTEN CONSENT OF SUCH LENDER; AND
(III)
NO CHANGE, WAIVER OR OTHER MODIFICATION OR TERMINATION SHALL,
WITHOUT THE WRITTEN CONSENT OF EACH LENDER (OTHER THAN A DEFAULTING LENDER)
AFFECTED THEREBY,
(A)
RELEASE THE BORROWER FROM ANY OBLIGATIONS AS A GUARANTOR OF ITS
SUBSIDIARIES' OBLIGATIONS UNDER ANY CREDIT DOCUMENT, EXCEPT IN ACCORDANCE WITH
THE EXPRESS TERMS OF THIS AGREEMENT;
(B)
AMEND, MODIFY OR WAIVE ANY PROVISION OF THIS SECTION 11.11, OR
SECTION 9.3, 10.7, 11.1, 11.4 OR 11.6, OR ANY OTHER PROVISION OF ANY OF THE
CREDIT DOCUMENTS PURSUANT TO WHICH THE CONSENT OR APPROVAL OF ALL LENDERS, OR A
NUMBER OR SPECIFIED PERCENTAGE OR OTHER REQUIRED GROUPING OF LENDERS IS BY THE
TERMS OF SUCH PROVISION EXPLICITLY REQUIRED;
(C)
REDUCE THE PERCENTAGE SPECIFIED IN, OR OTHERWISE MODIFY, THE
DEFINITION OF REQUIRED LENDERS; OR
(D)
CONSENT TO THE ASSIGNMENT OR TRANSFER BY THE BORROWER OF ANY OF ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT IN ACCORDANCE WITH THE
EXPRESS TERMS OF THIS AGREEMENT.
Any waiver, consent, amendment or other modification with respect to this
Agreement given or made in accordance with this Section 11.11 shall be effective
only in the specific instance and for the specific purpose for which it was
given or made.
(B)
NO PROVISION OF ARTICLE X MAY BE AMENDED WITHOUT THE CONSENT OF
THE ADMINISTRATIVE AGENT.
SECTION 11.12
SURVIVAL OF INDEMNITIES.
ALL INDEMNITIES SET FORTH HEREIN
INCLUDING, WITHOUT LIMITATION, IN SECTION 2.6, 2.7, 4.5, 10.7 OR 11.1 SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING AND
REPAYMENT OF LOANS.
SECTION 11.13
DOMICILE OF LOANS.
EACH LENDER MAY TRANSFER AND CARRY ITS
LOANS AT, TO OR FOR THE ACCOUNT OF ANY BRANCH OFFICE, SUBSIDIARY OR AFFILIATE OF
SUCH LENDER, PROVIDED THAT THE BORROWER SHALL NOT BE RESPONSIBLE FOR COSTS
ARISING UNDER SECTION 2.6 RESULTING FROM ANY SUCH TRANSFER (OTHER THAN A
TRANSFER PURSUANT TO SECTION 2.8) TO THE EXTENT NOT OTHERWISE APPLICABLE TO SUCH
LENDER PRIOR TO SUCH TRANSFER.
SECTION 11.14
CONFIDENTIALITY.
(A)
THE ADMINISTRATIVE AGENT AND THE LENDERS EACH AGREES TO MAINTAIN
THE CONFIDENTIALITY OF ALL CONFIDENTIAL INFORMATION (AS DEFINED BELOW), EXCEPT
THAT CONFIDENTIAL INFORMATION MAY BE DISCLOSED (I) TO ITS AND ITS AFFILIATES'
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, INCLUDING ACCOUNTANTS, LEGAL COUNSEL
AND OTHER ADVISORS (IT BEING UNDERSTOOD THAT THE PERSONS TO WHOM SUCH DISCLOSURE
IS MADE WILL BE INFORMED OF THE CONFIDENTIAL NATURE OF SUCH CONFIDENTIAL
INFORMATION AND INSTRUCTED TO KEEP SUCH CONFIDENTIAL INFORMATION CONFIDENTIAL),
(II) TO ANY DIRECT OR INDIRECT CONTRACTUAL COUNTERPARTY IN ANY SWAP, HEDGE OR
SIMILAR AGREEMENT (OR TO ANY SUCH CONTRACTUAL COUNTERPARTY'S PROFESSIONAL
ADVISOR, SO LONG AS SUCH CONTRACTUAL COUNTERPARTY (OR SUCH PROFESSIONAL ADVISOR)
AGREES TO BE BOUND BY THE PROVISIONS OF THIS SECTION 11.14, (III) TO THE EXTENT
REQUESTED BY ANY REGULATORY AUTHORITY, (IV) TO THE EXTENT REQUIRED BY APPLICABLE
LAWS OR REGULATIONS OR BY