hereby
and thereby; it being understood and agreed that the Joint Lead Arrangers, Joint
Book Runners, Co-Syndication Agents, Co-Documentation Agents and Senior Managing
Agents shall be entitled to all indemnification and reimbursement rights in
favor of "Agents" as provided for under Section 11.5.
Without limitation of the
foregoing, none of Joint Lead Arrangers, Joint Book Runners, Co-Syndication
Agents, Co-Documentation Agents and Senior Managing Agents shall, solely by
reason of this Agreement or any other Loan Documents, have any fiduciary
relationship in respect of any Lender or any other Person.
ARTICLE XII
MISCELLANEOUS
12.1
No Waiver; Modifications in Writing
(A)
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NO FAILURE OR
DELAY ON THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN EXERCISING ANY
RIGHT, POWER OR REMEDY HEREUNDER SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL
ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
REMEDY.
THE REMEDIES PROVIDED FOR HEREIN ARE CUMULATIVE AND ARE NOT EXCLUSIVE
OF ANY REMEDIES THAT MAY BE AVAILABLE TO THE ADMINISTRATIVE AGENT OR ANY LENDER
AT LAW OR IN EQUITY OR OTHERWISE.
NEITHER THIS AGREEMENT NOR ANY TERMS HEREOF
MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED, DISCHARGED, TERMINATED OR
OTHERWISE CHANGED UNLESS SUCH AMENDMENT, MODIFICATION, SUPPLEMENT, WAIVER,
DISCHARGE, TERMINATION OR OTHER CHANGE IS IN WRITING SIGNED BY THE BORROWER AND
THE REQUIRED LENDERS; PROVIDED THAT NO SUCH AMENDMENT, MODIFICATION, SUPPLEMENT,
WAIVER, DISCHARGE, TERMINATION OR OTHER CHANGE SHALL, WITHOUT THE CONSENT OF
EACH LENDER (OTHER THAN A DEFAULTING LENDER) WITH OBLIGATIONS DIRECTLY AFFECTED
THEREBY IN THE CASE OF
138
THE FOLLOWING CLAUSE (I), (I) EXTEND THE FINAL SCHEDULED MATURITY OF ANY LOAN OR
NOTE (INCLUDING, WITHOUT LIMITATION, BY AMENDING OR MODIFYING THE PROVISO
CONTAINED IN THE DEFINITION OF REVOLVER TERMINATION DATE OR TERM B LOAN MATURITY
DATE), OR EXTEND THE STATED MATURITY OF ANY LETTER OF CREDIT BEYOND THE REVOLVER
TERMINATION DATE, OR REDUCE THE RATE OR EXTEND THE TIME OF PAYMENT OF INTEREST
(EXCEPT FOR WAIVERS OF DEFAULT RATE INTEREST) OR FEES THEREON, OR REDUCE OR
FORGIVE THE PRINCIPAL AMOUNT THEREOF, (II) RELEASE ALL OR SUBSTANTIALLY ALL OF
THE COLLATERAL (EXCEPT AS EXPRESSLY PROVIDED IN THE SECURITY DOCUMENTS) OR
RELEASE ANY GUARANTOR (OTHER THAN (X) A GUARANTOR THAT IS NOT A MATERIAL
SUBSIDIARY OR (Y) IN CONNECTION WITH A TRANSACTION PERMITTED BY SECTION 8.3),
(III) AMEND, MODIFY OR WAIVE ANY PROVISION OF THIS SECTION 12.1, (IV) REDUCE THE
PERCENTAGE SPECIFIED IN THE DEFINITION OF REQUIRED LENDERS (IT BEING UNDERSTOOD
THAT, WITH THE CONSENT OF THE REQUIRED LENDERS (OR THE LENDERS PROVIDING
ADDITIONAL TERM LOANS IN THE CASE OF AN AMENDMENT PURSUANT TO
SECTION 2.1(A)(II)), THE DEFINITION OF "REQUIRED LENDERS" SHALL INCLUDE LENDERS
WITH RESPECT TO ADDITIONAL REVOLVING LOANS OR TERM LOANS PURSUANT TO THIS
AGREEMENT SO LONG AS SUCH ADDITIONAL REVOLVING LOANS OR TERM LOANS ARE ON
SUBSTANTIALLY THE SAME BASIS AS THE REVOLVING LOANS OR TERM LOANS, AS THE CASE
MAY BE, ARE INCLUDED