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 OR ANYTHING TO THE CONTRARY
HEREIN, AGENT SHALL NOT, WITHOUT THE PRIOR CONSENT OF EACH INDIVIDUAL LENDER
AFFECTED THEREBY (OR, AS APPLICABLE, AN AFFILIATE OF SUCH LENDER), EXECUTE AND
DELIVER ANY WAIVER OR AMENDMENT TO ANY LOAN DOCUMENT WHICH WOULD (I) CAUSE AN
OBLIGATION UNDER ANY OUTSTANDING HEDGING CONTRACT OWING TO SUCH LENDER (OR ITS
AFFILIATE) THAT, PRIOR TO SUCH WAIVER OR AMENDMENT, CONSTITUTED A "LENDER
HEDGING OBLIGATION" TO CEASE TO BE A "LENDER HEDGING OBLIGATION" OR (II) CAUSE
THE PRIORITY OF THE LIEN SECURING SUCH OBLIGATION OR THE PRIORITY OF PAYMENT
WITH RESPECT TO