POWER OR
REMEDY, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE BY ANY LENDER PARTY OF ANY SUCH
RIGHT, POWER OR REMEDY PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR OF ANY
OTHER RIGHT, POWER OR REMEDY.
NO WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT
AND NO CONSENT TO ANY DEPARTURE THEREFROM SHALL EVER BE EFFECTIVE UNLESS IT IS
IN WRITING AND SIGNED AS PROVIDED BELOW IN THIS SECTION, AND THEN SUCH WAIVER OR
CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCES AND FOR THE PURPOSES
FOR WHICH GIVEN AND TO THE EXTENT SPECIFIED IN SUCH WRITING.
NO NOTICE TO OR
DEMAND ON ANY RESTRICTED PERSON SHALL IN ANY CASE OF ITSELF ENTITLE ANY
RESTRICTED PERSON TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SET FORTH THE ENTIRE
UNDERSTANDING BETWEEN THE PARTIES HERETO WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREIN AND THEREIN AND SUPERSEDE ALL PRIOR DISCUSSIONS AND
UNDERSTANDINGS WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF, AND NO
WAIVER, CONSENT, RELEASE, MODIFICATION OR AMENDMENT OF OR SUPPLEMENT TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE VALID OR EFFECTIVE AGAINST ANY
PARTY HERETO UNLESS THE SAME IS IN WRITING AND SIGNED BY (I) IF SUCH PARTY IS
BORROWER, BY BORROWER, (II) IF SUCH PARTY IS AGENT OR LC ISSUER, BY SUCH PARTY,
AND (III) IF SUCH PARTY IS A LENDER, BY SUCH LENDER OR BY AGENT ON BEHALF OF
LENDERS WITH THE WRITTEN CONSENT OF REQUIRED LENDERS (WHICH CONSENT HAS ALREADY
BEEN GIVEN AS TO THE TERMINATION OF THE LOAN DOCUMENTS AS PROVIDED IN
SECTION 10.9).
NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY
HEREIN, AGENT SHALL NOT, WITHOUT THE PRIOR CONSENT OF EACH INDIVIDUAL LENDER,
EXECUTE AND DELIVER ON BEHALF OF SUCH LENDER ANY WAIVER OR AMENDMENT WHICH
WOULD:
(1) WAIVE ANY OF THE CONDITIONS SPECIFIED IN ARTICLE IV (PROVIDED THAT
AGENT MAY IN ITS DISCRETION WITHDRAW ANY REQUEST IT HAS MADE UNDER SECTION 4.2),
(2) INCREASE THE MAXIMUM AMOUNT WHICH SUCH LENDER IS COMMITTED HEREUNDER TO
LEND, (3) REDUCE ANY FEES PAYABLE TO SUCH LENDER HEREUNDER, OR THE PRINCIPAL OF,
OR INTEREST ON, EITHER OF SUCH LENDER'S NOTES, (4) EXTEND THE MATURITY DATE, OR
POSTPONE ANY DATE FIXED FOR ANY PAYMENT OF ANY SUCH FEES, PRINCIPAL OR INTEREST,
(5) AMEND THE DEFINITION HEREIN OF "REQUIRED LENDERS" OR OTHERWISE CHANGE THE
AGGREGATE AMOUNT OF PERCENTAGE SHARES WHICH IS REQUIRED FOR AGENT, LENDERS OR
ANY OF THEM TO TAKE ANY PARTICULAR ACTION UNDER THE LOAN DOCUMENTS, (6) RELEASE
BORROWER FROM ITS OBLIGATION TO PAY SUCH LENDER'S OBLIGATIONS OR ANY GUARANTOR
(OTHER THAN A GUARANTOR WHICH CEASES TO BE A SUBSIDIARY PURSUANT TO A SALE OR
OTHER DISPOSITION PERMITTED BY THE LOAN DOCUMENTS) FROM ITS GUARANTY OF SUCH
PAYMENT OR (7) RELEASE ALL OR SUBSTANTIALLY ALL OF THE ANY COLLATERAL, EXCEPT
FOR SUCH RELEASES RELATING TO SALES OR DISPOSITIONS OF PROPERTY PERMITTED BY THE
LOAN DOCUMENTS, OR (8) AMEND THIS SECTION 10.1(A).
NOTWITHSTANDING THE
FOREGOING