ISSUING BANK OR ANY LENDER
IN EXERCISING ANY RIGHT OR POWER HEREUNDER SHALL OPERATE AS A WAIVER THEREOF,
NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR ANY
ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
THE RIGHTS AND REMEDIES OF THE AGENTS, THE ISSUING BANK AND THE
LENDERS HEREUNDER ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES
THAT THEY WOULD OTHERWISE HAVE.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT OR
CONSENT TO ANY DEPARTURE BY THE COMPANY THEREFROM SHALL IN ANY EVENT BE
EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY THIS SECTION, AND THEN SUCH
WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE
PURPOSE FOR WHICH GIVEN.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED,
AMENDED OR MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING
ENTERED INTO BY THE COMPANY AND THE REQUIRED LENDERS OR BY THE COMPANY AND THE
ADMINISTRATIVE AGENT WITH THE CONSENT OF THE REQUIRED LENDERS; PROVIDED THAT NO
SUCH AGREEMENT SHALL (I) INCREASE THE COMMITMENT OF ANY LENDER WITHOUT THE
WRITTEN CONSENT OF SUCH LENDER, (II) REDUCE THE PRINCIPAL AMOUNT OF ANY LOAN OR
LC DISBURSEMENT OR REDUCE THE RATE OF INTEREST THEREON, OR REDUCE ANY FEES
PAYABLE HEREUNDER, WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED
THEREBY AND THE ISSUING BANK, (III) POSTPONE THE SCHEDULED DATE OF PAYMENT OF
THE PRINCIPAL AMOUNT OF ANY LOAN OR LC DISBURSEMENT, OR ANY INTEREST THEREON, OR
ANY FEES OR ANY OTHER AMOUNT PAYABLE HEREUNDER, OR REDUCE THE AMOUNT OF, WAIVE
OR EXCUSE ANY SUCH PAYMENT, OR POSTPONE THE SCHEDULED DATE OF EXPIRATION OF ANY
COMMITMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED
THEREBY, (IV) CHANGE SECTION 2.15(B) OR (C) IN A MANNER THAT WOULD ALTER THE PRO
RATA SHARING OF PAYMENTS REQUIRED THEREBY WITHOUT THE WRITTEN CONSENT OF EACH
LENDER, OR (V) CHANGE ANY OF THE PROVISIONS OF THIS SECTION OR THE DEFINITION OF
"REQUIRED LENDERS" OR ANY OTHER PROVISION HEREOF SPECIFYING THE NUMBER OR
PERCENTAGE OF LENDERS REQUIRED TO WAIVE, AMEND OR MODIFY ANY RIGHTS HEREUNDER OR
MAKE ANY DETERMINATION OR GRANT ANY CONSENT HEREUNDER WITHOUT THE WRITTEN
CONSENT OF EACH LENDER; PROVIDED FURTHER THAT (A) NO SUCH AGREEMENT SHALL AMEND,
MODIFY OR OTHERWISE AFFECT THE RIGHTS OR DUTIES OF ANY AGENT HEREUNDER WITHOUT
THE PRIOR WRITTEN CONSENT OF SUCH AGENT AND (B) NO AMENDMENT, MODIFICATION OR
WAIVER OF THIS AGREEMENT OR ANY PROVISION HEREOF THAT WOULD ALTER THE RIGHTS OR
DUTIES OF THE ISSUING BANK HEREUNDER SHALL BE EFFECTIVE WITHOUT THE WRITTEN
CONSENT OF THE ISSUING BANK.
48
SECTION 9.03.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
THE COMPANY AGREES TO PAY (I) ALL REASONABLE OUT-OF-POCKET
EXPENSES INCURRED BY EACH AGENT AND ITS AFFILIATES, INCLUDING THE REASONABLE
FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR EACH AGENT, IN CONNECTION WITH
THE PREPARATION AND