BY
CLAUSES (I) THROUGH (IV), INCLUSIVE, OF THE FIRST PROVISO TO SECTION 14.12(A),
THE CONSENT OF THE REQUIRED LENDERS IS OBTAINED BUT THE CONSENT OF ONE OR MORE
OF SUCH OTHER LENDERS WHOSE CONSENT IS REQUIRED IS NOT OBTAINED, THEN THE
BORROWER SHALL HAVE THE RIGHT, SO LONG AS ALL NON-CONSENTING LENDERS WHOSE
INDIVIDUAL CONSENT IS REQUIRED ARE TREATED AS DESCRIBED IN EITHER CLAUSE (A) OR
(B) BELOW, TO EITHER (A) REPLACE EACH SUCH NON-CONSENTING LENDER OR LENDERS (OR,
AT THE OPTION OF THE BORROWER, IF THE RESPECTIVE LENDER'S CONSENT IS REQUIRED
WITH RESPECT TO LESS THAN ALL TRANCHES OF LOANS (OR RELATED COMMITMENTS), TO
REPLACE ONLY THE COMMITMENTS AND/OR LOANS OF THE RESPECTIVE NON-CONSENTING
LENDER IN THE RELEVANT TRANCHE(S) WHICH GAVE RISE TO THE NEED TO OBTAIN SUCH
LENDER'S INDIVIDUAL CONSENT) WITH ONE OR MORE REPLACEMENT LENDERS PURSUANT TO
SECTION 2.13 SO LONG AS AT THE TIME OF SUCH REPLACEMENT, EACH SUCH REPLACEMENT
LENDER CONSENTS TO THE PROPOSED CHANGE, WAIVER, DISCHARGE OR TERMINATION OR
(B) TERMINATE SUCH NON-CONSENTING LENDER'S REVOLVING LOAN COMMITMENT (IF SUCH
LENDER'S CONSENT IS REQUIRED AS A RESULT OF ITS REVOLVING LOAN COMMITMENT)
AND/OR REPAY EACH TRANCHE OF OUTSTANDING LOANS OF SUCH LENDER WHICH GAVE RISE TO
THE NEED TO OBTAIN SUCH LENDER'S CONSENT AND/OR CASH COLLATERALIZE ITS
APPLICABLE RL PERCENTAGE OF THE LETTER OF CREDIT OF OUTSTANDINGS, IN ACCORDANCE
WITH SECTIONS 4.02(B) AND/OR 5.01(B), PROVIDED THAT, UNLESS THE COMMITMENTS
WHICH ARE TERMINATED AND LOANS WHICH ARE REPAID PURSUANT TO PRECEDING
CLAUSE (B) ARE IMMEDIATELY REPLACED IN FULL AT SUCH TIME THROUGH THE ADDITION OF
NEW LENDERS OR THE INCREASE OF THE COMMITMENTS AND/OR OUTSTANDING LOANS OF
EXISTING LENDERS (WHO IN EACH CASE MUST SPECIFICALLY CONSENT THERETO), THEN IN
THE CASE OF ANY ACTION PURSUANT TO PRECEDING CLAUSE (B), THE REQUIRED LENDERS
(DETERMINED AFTER GIVING EFFECT TO THE PROPOSED ACTION) SHALL SPECIFICALLY
CONSENT THERETO, PROVIDED FURTHER, THAT THE BORROWER SHALL NOT HAVE THE RIGHT TO
REPLACE A LENDER, TERMINATE ITS COMMITMENT OR REPAY ITS LOANS SOLELY AS A RESULT
OF THE EXERCISE OF SUCH LENDER'S RIGHTS (AND THE WITHHOLDING OF ANY REQUIRED
CONSENT BY SUCH LENDER) PURSUANT TO THE SECOND PROVISO TO
SECTION 14.12(A) (UNLESS PURSUANT TO CLAUSE (1) THEREOF).
(C)
NOTWITHSTANDING ANYTHING TO CONTRARY CONTAINED ABOVE IN THIS
SECTION 14.12 OR ELSEWHERE IN THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT, THE
FOLLOWING MODIFICATIONS
148
MAY BE MADE, AND ACTIONS TAKEN, BY THE ADMINISTRATIVE AGENT, IN EACH CASE
WITHOUT THE CONSENT OF ANY CREDIT PARTY (EXCEPT AS EXPRESSLY REQUIRED BELOW) OR
THE REQUIRED LENDERS OR ANY OTHER GROUP OF LENDERS (WITH ALL CAPITALIZED TERMS
USED IN CLAUSES (I) THROUGH (V) BELOW, IF NOT OTHERWISE DEFINED HEREIN, BEING
USED HEREIN AS DEFINED IN THE INTERCREDITOR AGREEMENT):
(I)
AS CONTEMPLATED BY THE INTERCREDITOR AGREEMENT, ADDITIONAL ISSUES
OF SPECIFIED INDEBTEDNESS (SO LONG AS PERMITTED TO BE SECURED BY THE COLLATERAL
IN ACCORDANCE WITH THE REQUIREMENTS OF THIS AGREEMENT) MAY BECOME SUBJECT TO THE
INTERCREDITOR AGREEMENT AS SECOND-LIEN OBLIGATIONS, AND THE ADMINISTRATIVE AGENT
IS AUTHORIZED AND DIRECTED TO MAKE