PROVISION IN A
MANNER THAT WOULD ALTER THE PRO RATA ALLOCATION AMONG THE LENDERS OF LOAN
DISBURSEMENTS, INCLUDING THE REQUIREMENTS OF SECTIONS 2.02(A), 2.17(D) AND
2.18(D), WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY;
(IX)
CHANGE ANY PROVISION OF THIS SECTION 10.02(B) OR SECTION 10.02(C) OR
(D), WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY
(EXCEPT FOR ADDITIONAL RESTRICTIONS ON AMENDMENTS OR WAIVERS FOR THE BENEFIT OF
LENDERS OF ADDITIONAL CLASSES OF LOANS PURSUANT TO SECTION 2.20 OR CONSENTED TO
BY THE REQUIRED LENDERS);
(X)
CHANGE THE PERCENTAGE SET FORTH IN THE DEFINITION OF "REQUIRED LENDERS,"
"REQUIRED CLASS LENDERS," "REQUIRED REVOLVING LENDERS" OR ANY OTHER PROVISION OF
ANY LOAN DOCUMENT (INCLUDING THIS SECTION) SPECIFYING THE NUMBER OR PERCENTAGE
OF LENDERS (OR LENDERS OF ANY CLASS) REQUIRED TO WAIVE, AMEND OR MODIFY ANY
RIGHTS THEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT THEREUNDER,
WITHOUT THE WRITTEN CONSENT OF EACH LENDER (OR EACH LENDER OF SUCH CLASS, AS THE
CASE MAY BE), OTHER THAN TO INCREASE SUCH PERCENTAGE OR NUMBER OR TO GIVE ANY
ADDITIONAL LENDER OR GROUP OF LENDERS SUCH RIGHT TO WAIVE, AMEND OR MODIFY OR
MAKE ANY SUCH DETERMINATION OR GRANT ANY SUCH CONSENT;
109
(XI)
CHANGE THE APPLICATION OF PREPAYMENTS AS AMONG OR BETWEEN CLASSES UNDER
SECTION 2.10(H), WITHOUT THE WRITTEN CONSENT OF THE REQUIRED CLASS LENDERS OF
EACH CLASS THAT IS BEING ALLOCATED A LESSER PREPAYMENT AS A RESULT THEREOF (IT
BEING UNDERSTOOD THAT THE REQUIRED LENDERS MAY WAIVE, IN WHOLE OR IN PART, ANY
PREPAYMENT SO LONG AS THE APPLICATION, AS BETWEEN CLASSES, OF ANY PORTION OF
SUCH PREPAYMENT THAT IS STILL REQUIRED TO BE MADE IS NOT CHANGED AND, IF
ADDITIONAL CLASSES OF TERM LOANS UNDER THIS AGREEMENT PURSUANT TO SECTION 2.20
OR CONSENTED TO BY THE REQUIRED LENDERS ARE MADE, SUCH NEW TERM LOANS MAY BE
INCLUDED ON A PRO RATA BASIS IN THE VARIOUS PREPAYMENTS REQUIRED PURSUANT TO
SECTION 2.10(H));
(XII)
CHANGE OR WAIVE THE APPLICATION OF PREPAYMENTS OF TERM LOANS OF ANY
CLASS SET FORTH IN SECTION 2.10(H) TO THE REMAINING SCHEDULED AMORTIZATION
PAYMENTS TO BE MADE THEREON UNDER SECTION 2.09, WITHOUT THE WRITTEN CONSENT OF
THE REQUIRED CLASS LENDERS OF SUCH CLASS;
(XIII)
SUBORDINATE THE OBLIGATIONS TO ANY OTHER OBLIGATION;
(XIV)
CHANGE OR WAIVE ANY PROVISION OF ARTICLE X AS THE SAME APPLIES TO ANY
AGENT, OR ANY OTHER PROVISION HEREOF AS THE SAME APPLIES TO THE RIGHTS OR
OBLIGATIONS OF ANY AGENT, IN EACH CASE WITHOUT THE WRITTEN CONSENT OF SUCH
AGENT;
(XV)
CHANGE OR WAIVE ANY OBLIGATION OF THE LENDERS RELATING TO THE ISSUANCE OF
OR PURCHASE OF PARTICIPATIONS IN LETTERS OF CREDIT, WITHOUT THE WRITTEN CONSENT
OF THE ADMINISTRATIVE AGENT AND THE ISSUING BANK;
(XVI)
CHANGE OR WAIVE ANY PROVISION HEREOF RELATING TO SWINGLINE LOANS
(INCLUDING THE DEFINITION OF "SWINGLINE COMMITMENT"), WITHOUT THE WRITTEN
CONSENT OF THE SWINGLINE LENDER; OR
(XVII) EXPRESSLY CHANGE OR WAIVE ANY CONDITION PRECEDENT IN SECTION 4.02 TO ANY
REVOLVING BORROWING WITHOUT THE WRITTEN CONSENT OF THE REQUIRED