OF THE LENDERS
AND SHALL BE BINDING UPON THE LOAN PARTIES, THE LENDERS, THE ADMINISTRATIVE
AGENT, THE LC FACILITY ISSUING BANK AND ALL FUTURE HOLDERS OF THE TERM LOANS OR
LC FACILITY COMMITMENTS.
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)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE
CONTRARY, ANY SECURITY DOCUMENT MAY BE AMENDED (OR AMENDED AND RESTATED),
RESTATED, WAIVED, SUPPLEMENTED OR MODIFIED AS CONTEMPLATED BY SUBSECTION 10.17
WITH THE WRITTEN CONSENT OF THE AGENT PARTY THERETO AND THE LOAN PARTY PARTY
THERETO.
(E)
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 ONE OR MORE OF SUCH OTHER LENDERS WHOSE CONSENT
IS REQUIRED IS NOT OBTAINED (EACH SUCH OTHER LENDER, A "NON-CONSENTING LENDER"),
THEN THE BORROWER MAY, ON PRIOR WRITTEN NOTICE TO THE ADMINISTRATIVE AND THE
NON-CONSENTING LENDER, REPLACE SUCH NON-CONSENTING LENDER BY CAUSING SUCH LENDER
TO (AND SUCH LENDER SHALL BE OBLIGATED TO) ASSIGN PURSUANT TO SUBSECTION 10.6
(WITH THE ASSIGNMENT FEE AND ANY OTHER COSTS AND EXPENSES TO BE PAID BY THE
BORROWER IN SUCH INSTANCE) ALL OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT TO ONE OR MORE ASSIGNEES; PROVIDED THAT NEITHER THE ADMINISTRATIVE
AGENT NOR ANY LENDER SHALL HAVE ANY OBLIGATION TO THE BORROWER TO FIND A
REPLACEMENT LENDER; PROVIDED, FURTHER, THAT THE APPLICABLE ASSIGNEE SHALL HAVE
AGREED TO THE APPLICABLE CHANGE, WAIVER, DISCHARGE OR TERMINATION OF THIS
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AGREEMENT AND/OR THE