THAT
ANY AMENDMENT OR MODIFICATION OF DEFINED TERMS USED IN THE FINANCIAL COVENANTS
IN THIS AGREEMENT SHALL NOT CONSTITUTE A REDUCTION IN THE RATE OF INTEREST OR
FEES FOR PURPOSES OF THIS CLAUSE (I)) OR EXTEND THE SCHEDULED DATE OF ANY
PAYMENT THEREOF, OR INCREASE THE AMOUNT OR EXTEND THE EXPIRATION DATE OF ANY
LENDER'S COMMITMENT, IN EACH CASE WITHOUT THE WRITTEN CONSENT OF EACH LENDER
DIRECTLY AFFECTED THEREBY; (II) ELIMINATE OR REDUCE THE VOTING RIGHTS OF ANY
LENDER UNDER THIS SECTION 9.01 WITHOUT THE WRITTEN CONSENT OF SUCH LENDER;
(III) REDUCE ANY PERCENTAGE SPECIFIED IN THE DEFINITION OF REQUIRED LENDERS,
CONSENT TO THE ASSIGNMENT OR TRANSFER BY THE BORROWER OF ANY OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, RELEASE ANY OF
THE SIGNIFICANT SUBSIDIARIES FROM THEIR MATERIAL OBLIGATIONS UNDER THE GUARANTEE
AGREEMENT, IN EACH CASE WITHOUT THE WRITTEN CONSENT OF ALL LENDERS; (IV) AMEND,
MODIFY OR WAIVE ANY PROVISION OF SECTION 2.16 WITHOUT THE WRITTEN CONSENT OF THE
LENDERS ADVERSELY AFFECTED THEREBY; AND (V) AMEND, MODIFY OR WAIVE ANY PROVISION
OF SECTION 8 WITHOUT THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT.
ANY SUCH
WAIVER AND ANY SUCH AMENDMENT, SUPPLEMENT OR MODIFICATION SHALL APPLY EQUALLY TO
EACH OF THE LENDERS AND SHALL BE BINDING UPON THE LOAN PARTIES, THE LENDERS, THE
ADMINISTRATIVE AGENT AND ALL FUTURE HOLDERS OF THE LOANS.
IN THE CASE OF ANY
WAIVER, THE LOAN PARTIES, THE LENDERS AND THE ADMINISTRATIVE AGENT SHALL BE
RESTORED TO THEIR FORMER POSITION AND RIGHTS HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS, AND ANY DEFAULT OR EVENT OF DEFAULT WAIVED SHALL BE DEEMED TO BE
CURED AND NOT CONTINUING; BUT NO SUCH WAIVER SHALL EXTEND TO ANY SUBSEQUENT OR
OTHER DEFAULT OR EVENT OF DEFAULT, OR IMPAIR ANY RIGHT CONSEQUENT THEREON.
(B)
NOTWITHSTANDING THE FOREGOING, THIS
AGREEMENT MAY BE AMENDED (OR AMENDED AND RESTATED) WITH THE WRITTEN CONSENT OF
THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT AND THE BORROWER (I) TO ADD ONE
OR MORE ADDITIONAL CREDIT FACILITIES TO THIS AGREEMENT AND TO PERMIT THE
EXTENSIONS OF CREDIT FROM TIME TO TIME OUTSTANDING THEREUNDER AND THE ACCRUED
INTEREST AND FEES IN RESPECT THEREOF TO SHARE RATABLY IN THE BENEFITS OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH THE LOANS AND EXTENSIONS OF CREDIT
AND THE ACCRUED INTEREST AND FEES IN RESPECT THEREOF AND (II) TO INCLUDE
APPROPRIATELY THE LENDERS HOLDING SUCH CREDIT FACILITIES IN ANY DETERMINATION OF
THE REQUIRED LENDERS.
SECTION 9.02.
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS TO OR
UPON THE RESPECTIVE PARTIES HERETO TO BE EFFECTIVE SHALL BE IN WRITING
(INCLUDING BY TELECOPY), AND, UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, SHALL
BE DEEMED TO HAVE BEEN DULY GIVEN OR MADE WHEN DELIVERED, OR THREE BUSINESS DAYS
AFTER BEING DEPOSITED IN THE MAIL, POSTAGE PREPAID, OR, IN THE CASE OF TELECOPY
NOTICE, WHEN RECEIVED, ADDRESSED AS FOLLOWS IN THE CASE OF THE BORROWER AND THE
ADMINISTRATIVE AGENT, AND AS SET FORTH
46
IN AN ADMINISTRATIVE QUESTIONNAIRE DELIVERED TO THE ADMINISTRATIVE AGENT IN THE
CASE