TERMS OF SECTION 2.10(A)
HEREOF, BY THE BORROWER AND THE ADMINISTRATIVE AGENT AND (III) IN THE CASE OF
ANY OTHER AMENDMENT, BY THE REQUIRED LENDERS (OR BY THE ADMINISTRATIVE AGENT
WITH THE CONSENT OF THE REQUIRED LENDERS) AND THE BORROWER, AND EACH SUCH WAIVER
OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN; PROVIDED THAT THE ADMINISTRATIVE AGENT AND THE BORROWER
MAY, WITH THE CONSENT OF THE OTHER, AMEND, MODIFY OR SUPPLEMENT THIS AGREEMENT
AND ANY OTHER LOAN DOCUMENT TO CURE ANY AMBIGUITY, TYPOGRAPHICAL ERROR, DEFECT
OR INCONSISTENCY IF SUCH AMENDMENT, MODIFICATION OR SUPPLEMENT DOES NOT
ADVERSELY AFFECT THE RIGHTS OF ANY AGENT, ANY LENDER OR ANY L/C ISSUER.
(B)
AMENDMENTS AND WAIVERS PERTINENT TO AFFECTED LENDERS.
NOTWITHSTANDING PARAGRAPH (A) ABOVE AND IN ADDITION TO ANY OTHER CONSENT THAT
MAY BE REQUIRED THEREUNDER, NO AMENDMENT, WAIVER OR CONSENT SHALL:
(I)
WAIVE ANY CONDITION SET FORTH IN SECTION 4.01(A) WITHOUT THE
WRITTEN CONSENT OF EACH LENDER, EXCEPT WITH RESPECT TO A CONDITION BASED UPON
ANOTHER PROVISION HEREOF, THE WAIVER OF WHICH REQUIRES ONLY THE CONCURRENCE OF
THE REQUIRED LENDERS AND, IN THE CASE OF THE CONDITIONS SPECIFIED IN SECTION
4.01, SUBJECT TO THE PROVISIONS OF SECTION 4.02;
(II)
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;
(III)
POSTPONE ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT FOR ANY PAYMENT (EXCLUDING MANDATORY PREPAYMENTS) OF PRINCIPAL,
INTEREST, FEES OR OTHER AMOUNTS DUE TO THE LENDERS (OR ANY OF THEM) HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER
DIRECTLY AFFECTED THEREBY;
(IV)
REDUCE THE PRINCIPAL OF, OR THE RATE OF INTEREST SPECIFIED HEREIN
ON, ANY LOAN OR UNREIMBURSED L/C DISBURSEMENT, OR 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 (A) 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 (B) TO AMEND ANY FINANCIAL COVENANT
HEREUNDER (OR ANY DEFINED TERM USED THEREIN) EVEN IF THE EFFECT OF SUCH
AMENDMENT WOULD BE TO
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REDUCE THE RATE OF INTEREST ON ANY LOAN OR ANY UNREIMBURSED L/C DISBURSEMENT OR
TO REDUCE ANY FEE PAYABLE HEREUNDER;
(V)
CHANGE (A) 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 OR (B) THE ORDER OF APPLICATION OF ANY PREPAYMENT OF
LOANS OR ANY REDUCTION IN THE COMMITMENTS BETWEEN THE CLASSES OF LOANS FROM THE
APPLICATION THEREOF SET FORTH IN THE APPLICABLE PROVISIONS OF SECTION 2.09(B) OR
2.10(C), RESPECTIVELY, IN ANY MANNER THAT MATERIALLY AND ADVERSELY AFFECTS THE
LENDERS UNDER SUCH CLASS WITHOUT THE WRITTEN CONSENT OF (X) IF SUCH CLASS