TAKING ACTION UNDER OR BASED UPON THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR ANY RELATED AGREEMENT OR ANY DOCUMENT FURNISHED
HEREUNDER OR THEREUNDER.
9.08
NO OTHER DUTIES, ETC.
ANYTHING HEREIN TO THE
CONTRARY NOTWITHSTANDING, NONE OF THE BOOKRUNNERS, ARRANGERS, SYNDICATION
AGENTS, OR CO-DOCUMENTATION AGENTS LISTED ON THE COVER PAGE HEREOF SHALL HAVE
ANY POWERS, DUTIES OR RESPONSIBILITIES UNDER THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS, EXCEPT IN ITS CAPACITY, AS APPLICABLE, AS THE ADMINISTRATIVE
AGENT, A LENDER OR THE L/C ISSUER HEREUNDER.
ARTICLE X
MISCELLANEOUS
10.01
AMENDMENTS, ETC.
NO AMENDMENT OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT TO ANY DEPARTURE BY
THE BORROWER THEREFROM, SHALL BE EFFECTIVE UNLESS IN WRITING SIGNED BY THE
REQUIRED LENDERS AND THE BORROWER AND ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT,
AND EACH SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED, HOWEVER, THAT NO SUCH
AMENDMENT, WAIVER OR CONSENT SHALL:
(A)
WAIVE ANY CONDITION SET FORTH IN
SECTION 4.01(A) WITHOUT THE WRITTEN CONSENT OF EACH LENDER;
(B)
EXTEND OR INCREASE THE COMMITMENT OF ANY
LENDER (OR REINSTATE ANY COMMITMENT TERMINATED PURSUANT TO SECTION 8.02) WITHOUT
THE WRITTEN CONSENT OF SUCH LENDER;
(C)
POSTPONE ANY DATE FIXED BY THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT FOR ANY PAYMENT OF PRINCIPAL, INTEREST, FEES OR OTHER
AMOUNTS DUE TO THE LENDERS (OR ANY OF THEM) HEREUNDER OR UNDER ANY OTHER LOAN
DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY;
(D)
REDUCE THE PRINCIPAL OF, OR THE RATE OF
INTEREST SPECIFIED HEREIN ON, ANY LOAN OR L/C BORROWING, OR (SUBJECT TO
SUBSECTION (V) OF THE SECOND PROVISO TO THIS SECTION 10.01) ANY FEES OR OTHER
AMOUNTS PAYABLE HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE WRITTEN
CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY; PROVIDED, HOWEVER, THAT ONLY
THE CONSENT OF THE REQUIRED LENDERS SHALL BE NECESSARY TO AMEND THE DEFINITION
OF "DEFAULT RATE" OR TO WAIVE ANY OBLIGATION OF THE BORROWER TO PAY INTEREST OR
LETTER OF CREDIT FEES AT THE DEFAULT RATE;
(E)
CHANGE SECTION 2.14 OR SECTION 8.03 IN A
MANNER THAT WOULD ALTER THE PRO RATA SHARING OF PAYMENTS REQUIRED THEREBY
WITHOUT THE WRITTEN CONSENT OF EACH LENDER;
(F)
AMEND SECTION 1.06 OR THE DEFINITION OF
"ALTERNATIVE CURRENCY" WITHOUT THE WRITTEN CONSENT OF EACH LENDER; OR
(G)
CHANGE ANY PROVISION OF THIS SECTION OR THE
DEFINITION OF "REQUIRED LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE
NUMBER OR PERCENTAGE OF LENDERS REQUIRED TO AMEND, WAIVE OR OTHERWISE MODIFY ANY
RIGHTS HEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT HEREUNDER,
WITHOUT THE WRITTEN CONSENT OF EACH LENDER;
and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Issuer
Document relating to any Letter of Credit issued or to