A FACILITY TO ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
WRITTEN CONSENT OF (X) IF SUCH FACILITY IS THE TERM FACILITY, THE MAJORITY TERM
LENDERS, AND (Y) IF SUCH FACILITY IS THE REVOLVING CREDIT FACILITY, THE MAJORITY
REVOLVING CREDIT LENDERS; OR
(VIII)
FORECLOSE ON ANY REAL PROPERTY COLLATERAL WITHOUT FIRST OBTAINING
REASONABLE AND CUSTOMARY ENVIRONMENTAL STUDIES AND REPORTS REGARDING SUCH
COLLATERAL, WITHOUT THE CONSENT OF EACH LENDER;
and provided, further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the LC Issuer in addition to the Lenders required above,
affect the rights or duties of the LC Issuer under this Agreement or any
Application relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; and (iii) the Fee Letter
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may be amended, or rights or privileges thereunder waived, in a writing executed
only by the parties thereto.
If any Lender does not consent to a proposed amendment, waiver, consent or
release with respect to any Loan Document that requires the consent of each
Lender and that has been approved by the Majority Lenders, the Borrowers may
replace such non-consenting Lender in accordance with Section 10.2; provided
that such amendment, waiver, consent or release can be effected as a result of
the assignment contemplated by such Section (together with all other such
assignments required by the Borrowers to be made pursuant to this paragraph).
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender.
12.8
TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.
EACH OF THE
ADMINISTRATIVE AGENT, THE LENDERS AND THE LC ISSUER AGREES TO MAINTAIN THE
CONFIDENTIALITY OF THE INFORMATION (AS DEFINED BELOW), EXCEPT THAT INFORMATION
MAY BE DISCLOSED (A) TO ITS AFFILIATES AND TO ITS AND ITS AFFILIATES' RESPECTIVE
PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS AND REPRESENTATIVES
(IT BEING UNDERSTOOD THAT THE PERSONS TO WHOM SUCH DISCLOSURE IS MADE WILL BE
INFORMED OF THE CONFIDENTIAL NATURE OF SUCH INFORMATION AND INSTRUCTED TO KEEP
SUCH INFORMATION CONFIDENTIAL), (B) TO THE EXTENT REQUESTED BY ANY REGULATORY
AUTHORITY PURPORTING TO HAVE JURISDICTION OVER IT (INCLUDING ANY SELF-REGULATORY
AUTHORITY, SUCH AS THE NATIONAL ASSOCIATION OF INSURANCE COMMISSIONERS), (C) TO
THE EXTENT REQUIRED BY APPLICABLE LAWS OR REGULATIONS OR BY ANY SUBPOENA OR
SIMILAR LEGAL PROCESS, (D) TO ANY OTHER PARTY HERETO, (E) IN CONNECTION WITH THE
EXERCISE OF ANY REMEDIES HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT OR ANY
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
THE ENFORCEMENT OF RIGHTS HEREUNDER OR THEREUNDER, (F) SUBJECT TO AN AGREEMENT
CONTAINING PROVISIONS SUBSTANTIALLY THE SAME AS