7.3 OR 10.6(A)), IN EACH CASE WITHOUT THE WRITTEN CONSENT
OF ALL THE LENDERS;
(III)
RELEASE ANY SUBSIDIARY GUARANTOR UNDER THE GUARANTEE AGREEMENT
WITHOUT THE CONSENT OF ALL OF THE LENDERS, EXCEPT AS EXPRESSLY PERMITTED HEREBY
OR BY ANY LOAN DOCUMENT (AS SUCH DOCUMENTS ARE IN EFFECT ON THE CLOSING DATE OR,
IF LATER, THE DATE OF EXECUTION AND DELIVERY THEREOF IN ACCORDANCE WITH THE
TERMS HEREOF);
(IV)
AMEND, MODIFY OR WAIVE ANY PROVISION OF SECTION 9 WITHOUT THE
WRITTEN CONSENT OF THE THEN ADMINISTRATIVE AGENT AND OF ANY OTHER REPRESENTATIVE
AFFECTED THEREBY; OR
(V)
AMEND, MODIFY OR WAIVE THE ORDER OF APPLICATION OF PAYMENTS SET
FORTH IN SUBSECTION 3.8(A) HEREOF WITHOUT (X) THE CONSENT OF THE SUPERMAJORITY
LENDERS AND (Y) FROM THE CLOSING DATE UNTIL THE FIRST DATE ON WHICH ORIGINAL
LENDERS NO LONGER CONSTITUTE SUPERMAJORITY LENDERS (SUCH DATE, THE
"SUPERMAJORITY TERMINATION DATE"), THE CONSENT OF THE REQUIRED NON-ORIGINAL
LENDERS.
THE ADMINISTRATIVE AGENT AGREES PROMPTLY TO NOTIFY THE BORROWER OF THE
OCCURRENCE OF THE SUPERMAJORITY TERMINATION DATE.
(B)
ANY WAIVER AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION PURSUANT
TO THIS SUBSECTION 10.1 SHALL APPLY TO EACH OF THE LENDERS AND SHALL BE BINDING
UPON THE LOAN PARTIES, THE LENDERS, THE ADMINISTRATIVE AGENT AND ALL FUTURE
HOLDERS OF THE SENIOR INTERIM LOANS.
IN THE CASE OF ANY WAIVER, EACH OF 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.
(C)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THIS
AGREEMENT MAY BE AMENDED (OR AMENDED AND RESTATED) WITH THE WRITTEN CONSENT OF
THE REQUIRED LENDERS, THE ADMINISTRATIVE AGENT AND THE BORROWER (X) 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 EXISTING FACILITIES AND THE
ACCRUED INTEREST AND FEES IN RESPECT THEREOF, (Y) TO INCLUDE, AS APPROPRIATE,
THE LENDERS HOLDING SUCH CREDIT FACILITIES IN ANY REQUIRED VOTE OR ACTION OF THE
REQUIRED LENDERS OR OF THE LENDERS OF EACH FACILITY HEREUNDER AND (Z) TO PROVIDE
CLASS PROTECTION FOR ANY ADDITIONAL CREDIT FACILITIES IN A MANNER CONSISTENT
WITH THOSE PROVIDED THE ORIGINAL FACILITIES PURSUANT TO THE PROVISIONS OF
SUBSECTION 10.1(A) AS ORIGINALLY IN EFFECT.
(D)
IF, IN CONNECTION WITH ANY PROPOSED CHANGE, WAIVER, DISCHARGE OR
TERMINATION OF OR TO ANY OF THE PROVISIONS OF THIS AGREEMENT AND/OR ANY OTHER
LOAN DOCUMENT AS CONTEMPLATED BY SUBSECTION 10.1(A), THE CONSENT OF EACH LENDER,
THE SUPERMAJORITY LENDERS OR EACH AFFECTED LENDER, AS APPLICABLE, IS REQUIRED
AND THE CONSENT OF THE REQUIRED LENDERS AT SUCH TIME IS OBTAINED BUT THE CONSENT
OF