THE COMMITMENT OF THE NON-CONSENTING LENDER SHALL
TERMINATE ON SUCH DATE.
(D)
THE CONSENT OF ADMINISTRATIVE AGENT SHALL BE REQUIRED FOR ANY AMENDMENT,
WAIVER OR CONSENT AFFECTING THE RIGHTS OR DUTIES OF ADMINISTRATIVE AGENT
HEREUNDER OR UNDER ANY OF THE OTHER FINANCING AGREEMENTS, IN ADDITION TO THE
CONSENT OF THE LENDERS OTHERWISE REQUIRED BY THIS SECTION AND THE EXERCISE BY
ADMINISTRATIVE AGENT OF ANY OF ITS RIGHTS HEREUNDER WITH RESPECT TO RESERVES OR
ELIGIBLE ACCOUNTS, ELIGIBLE MILITARY RECEIVABLES, ELIGIBLE INVENTORY, ELIGIBLE
CREDIT CARD RECEIVABLES, ELIGIBLE UNAFFIXED CIGARETTE TAX STAMPS, ELIGIBLE
EQUIPMENT, ELIGIBLE PRESCRIPTION FILES, ELIGIBLE CASH AND CASH EQUIVALENTS,
ELIGIBLE REAL PROPERTY OR ELIGIBLE ROLLING STOCK SHALL NOT BE DEEMED AN
AMENDMENT TO THE ADVANCE RATES PROVIDED FOR IN THIS SECTION 11.3.
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(E)
THE CONSENT OF ADMINISTRATIVE AGENT AND EACH BANK PRODUCT PROVIDER THAT
IS PROVIDING ANY BANK PRODUCTS AND HAS OUTSTANDING ANY SUCH BANK PRODUCTS AT
SUCH TIME THAT ARE SECURED HEREUNDER SHALL BE REQUIRED FOR ANY AMENDMENT, WAIVER
OR CONSENT TO THE PRIORITY OF PAYMENT OF OBLIGATIONS ARISING UNDER OR PURSUANT
TO ANY BANK PRODUCTS AS SET FORTH IN SECTIONS 6.4(A) AND (B) HEREOF.
IN NO
EVENT SHALL THE CONSENT OR APPROVAL OF ANY BANK PRODUCT PROVIDER BE REQUIRED FOR
ANY AMENDMENT, WAIVER OR CONSENT UNDER THIS AGREEMENT OR THE OTHER FINANCING
AGREEMENTS, EXCEPT AS PROVIDED IN THE IMMEDIATELY PRECEDING SENTENCE.
11.4
WAIVER OF COUNTERCLAIMS.
EACH BORROWER AND GUARANTOR WAIVES ALL
RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY
NATURE (OTHER THEN COMPULSORY COUNTERCLAIMS) IN ANY ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT, THE OBLIGATIONS, THE COLLATERAL OR ANY MATTER ARISING
THEREFROM OR RELATING HERETO OR THERETO.
11.5
INDEMNIFICATION.
EACH BORROWER AND GUARANTOR SHALL, JOINTLY AND
SEVERALLY, INDEMNIFY AND HOLD ADMINISTRATIVE AGENT, ISSUING BANK, SWING LINE
LENDER AND EACH LENDER, AND ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, ADVISORS
AND COUNSEL AND THEIR RESPECTIVE AFFILIATES (EACH SUCH PERSON BEING AN
"INDEMNITEE"), HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES,
LIABILITIES, COSTS OR EXPENSES (INCLUDING ATTORNEYS' FEES AND EXPENSES) IMPOSED
ON, INCURRED BY OR ASSERTED AGAINST ANY OF THEM IN CONNECTION WITH ANY
LITIGATION, INVESTIGATION, CLAIM OR PROCEEDING COMMENCED OR THREATENED RELATED
TO THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE
OR ADMINISTRATION OF THIS AGREEMENT, ANY OTHER FINANCING AGREEMENTS, OR ANY
UNDERTAKING OR PROCEEDING RELATED TO ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY
OR ANY ACT, OMISSION, EVENT OR TRANSACTION RELATED OR ATTENDANT THERETO,
INCLUDING AMOUNTS PAID IN SETTLEMENT, COURT COSTS, AND THE FEES AND EXPENSES OF
COUNSEL EXCEPT THAT BORROWERS AND GUARANTORS SHALL NOT HAVE ANY OBLIGATION UNDER
THIS SECTION 11.5 TO INDEMNIFY AN INDEMNITEE WITH RESPECT TO A MATTER COVERED
HEREBY TO THE EXTENT RESULTING FROM THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF
SUCH INDEMNITEE AS DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE ORDER OF A
COURT OF COMPETENT JURISDICTION (BUT WITHOUT LIMITING THE OBLIGATIONS OF
BORROWERS OR GUARANTORS AS TO ANY OTHER INDEMNITEE).
TO THE EXTENT THAT THE
UNDERTAKING TO INDEMNIFY, PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION MAY BE