THIS AGREEMENT CONSENTED TO BY THE REQUISITE LENDERS ARE MADE, SUCH NEW
TERM LOANS MAY BE INCLUDED ON A PRO RATA BASIS IN THE VARIOUS PREPAYMENTS
REQUIRED PURSUANT TO SECTION 2.05 SUBJECT TO THE ORDERING OF PREPAYMENTS SET
FORTH IN 2.05(E);
(V)
AMEND, MODIFY, TERMINATE OR WAIVE ANY OBLIGATION OF THE REVOLVING
LENDERS RELATING TO THE ISSUANCE OF OR PURCHASE OF PARTICIPATIONS IN LETTERS OF
CREDIT WITHOUT THE WRITTEN CONSENT OF ADMINISTRATIVE AGENT AND OF ISSUING BANK;
(VI)
AMEND, MODIFY, TERMINATE OR WAIVE ANY PROVISION OF SECTION 8 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 CONSENT OF
SUCH AGENT;
(VII)
AMEND, MODIFY, TERMINATE OR WAIVE ANY PROVISION OF ANY LOAN
DOCUMENT 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 TO GRANT ANY CONSENT THEREUNDER WITHOUT THE WRITTEN CONSENT OF
EACH LENDER (OR EACH LENDER OF SUCH CLASS, AS THE CASE MAY BE);
(VIII)
EXPRESSLY AMEND, MODIFY, SUPPLEMENT OR WAIVE ANY CONDITION
PRECEDENT IN SECTION 4.02 TO ANY REVOLVING CREDIT BORROWING WITHOUT THE WRITTEN
CONSENT OF THE REQUISITE REVOLVING LENDERS; OR
(IX)
INCREASE THE MAXIMUM DURATION OF INTEREST PERIODS HEREUNDER
WITHOUT THE CONSENT OF ALL LENDERS.
(E)
IF, IN CONNECTION WITH ANY PROPOSED CHANGE, WAIVER, DISCHARGE OR
TERMINATION OF OR TO ANY OF THE PROVISIONS OF THIS AGREEMENT (OTHER THAN AS
CONTEMPLATED BY SECTION 9.08(C)(I), (IV) AND (V) ABOVE), THE CONSENT OF THE
REQUISITE LENDERS IS OBTAINED BUT THE CONSENT OF ONE OR MORE OF SUCH OTHER
LENDERS WHOSE CONSENT IS REQUIRED IS NOT OBTAINED, THEN THE BORROWER SHALL HAVE
THE RIGHT, SO LONG AS ALL NON-CONSENTING LENDERS WHOSE INDIVIDUAL CONSENT IS
REQUIRED ARE TREATED AS DESCRIBED IN EITHER CLAUSE (I) OR (II) BELOW, TO EITHER
(I) REPLACE EACH SUCH NON-CONSENTING LENDER OR LENDERS (OR, AT THE OPTION OF THE
BORROWER IF THE RESPECTIVE LENDER'S CONSENT IS REQUIRED WITH RESPECT TO LESS
THAN ALL CLASSES OF LOANS (OR RELATED COMMITMENTS), TO REPLACE ONLY THE
COMMITMENTS AND/OR LOANS OF THE RESPECTIVE NON-CONSENTING LENDER THAT GAVE RISE
TO THE NEED TO OBTAIN SUCH LENDER'S INDIVIDUAL CONSENT) WITH ONE OR MORE
ASSIGNEES
95
PURSUANT TO, AND WITH THE EFFECT OF AN ASSIGNMENT UNDER, SECTION 2.20 SO LONG AS
AT THE TIME OF SUCH REPLACEMENT, EACH SUCH ASSIGNEE CONSENTS TO THE PROPOSED
CHANGE, WAIVER, DISCHARGE OR TERMINATION OR (II) TERMINATE SUCH NON-CONSENTING
LENDER'S COMMITMENT (IF SUCH LENDER'S CONSENT IS REQUIRED AS A RESULT OF ITS
COMMITMENT) AND/OR REPAY EACH CLASS OF OUTSTANDING LOANS OF SUCH LENDER THAT
GAVE RISE TO THE NEED TO OBTAIN SUCH LENDER'S CONSENT AND/OR CASH COLLATERALIZE
ITS LC EXPOSURE IN ACCORDANCE WITH THIS AGREEMENT; PROVIDED THAT, UNLESS THE
COMMITMENTS THAT ARE TERMINATED AND LOANS THAT ARE REPAID PURSUANT TO THE
PRECEDING CLAUSE (II) ARE IMMEDIATELY REPLACED IN FULL AT SUCH TIME THROUGH THE
ADDITION OF NEW LENDERS OR THE INCREASE OF