FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR POWER. THE RIGHTS
AND REMEDIES OF THE AGENTS, THE ISSUING BANKS AND THE LENDERS HEREUNDER AND
UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE. NO WAIVER OF ANY PROVISION OF
ANY LOAN DOCUMENT OR CONSENT TO ANY DEPARTURE BY ANY LOAN PARTY THEREFROM SHALL
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IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) OF
THIS SECTION, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE
SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE MAKING OF A LOAN OR ISSUANCE OF A LETTER OF
CREDIT SHALL NOT BE CONSTRUED AS A WAIVER OF ANY DEFAULT, REGARDLESS OF WHETHER
THE AGENTS, ANY LENDER OR ANY ISSUING BANK MAY HAVE HAD NOTICE OR KNOWLEDGE OF
SUCH DEFAULT AT THE TIME.
(B)
NEITHER THIS AGREEMENT NOR ANY OTHER LOAN
DOCUMENT NOR ANY PROVISION HEREOF OR THEREOF MAY BE WAIVED, AMENDED OR MODIFIED
EXCEPT, IN THE CASE OF THIS AGREEMENT, PURSUANT TO AN AGREEMENT OR AGREEMENTS IN
WRITING ENTERED INTO BY THE BORROWERS AND THE REQUIRED LENDERS OR, IN THE CASE
OF ANY OTHER LOAN DOCUMENT, PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING
ENTERED INTO BY THE AGENTS AND THE BORROWERS THAT ARE PARTIES THERETO, IN EACH
CASE 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
EACH LENDER AFFECTED, (II) REDUCE THE RATE OF INTEREST ON ANY LOAN OR L/C
DISBURSEMENT, OR REDUCE ANY FEES PAYABLE HEREUNDER, WITHOUT THE WRITTEN CONSENT
OF EACH LENDER AFFECTED THEREBY, (III) POSTPONE THE SCHEDULED DATE OF PAYMENT OF
THE PRINCIPAL AMOUNT OF ANY LOAN OR L/C DISBURSEMENT, OR ANY INTEREST THEREON,
OR ANY FEES PAYABLE HEREUNDER, OR REDUCE THE AMOUNT OF, WAIVE OR EXCUSE ANY SUCH
PAYMENT, OR POSTPONE THE SCHEDULED DATE OF EXPIRATION OF THE COMMITMENTS, THE
MATURITY DATE OR THE EXTENDED TERM MATURITY DATE, WITHOUT THE WRITTEN CONSENT OF
EACH LENDER AFFECTED THEREBY, (IV) CHANGE ANY OF THE PROVISIONS OF THIS
SECTION 9.2 OR THE DEFINITION OF THE TERM "REQUIRED LENDERS", "REQUIRED
SUPERMAJORITY LENDERS" OR ANY OTHER PROVISION OF ANY LOAN DOCUMENT SPECIFYING
THE NUMBER OR PERCENTAGE OF LENDERS REQUIRED TO WAIVE, AMEND OR MODIFY ANY
RIGHTS THEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT THEREUNDER,
WITHOUT THE WRITTEN CONSENT OF EACH LENDER, (V) EXCEPT FOR SALES DESCRIBED IN
SECTION 6.5 OR AS PERMITTED IN THE SECURITY DOCUMENTS, RELEASE ANY MATERIAL
PORTION OF THE COLLATERAL FROM THE LIENS OF THE SECURITY DOCUMENTS, WITHOUT THE
WRITTEN CONSENT OF EACH LENDER; PROVIDED, THAT THE FOREGOING SHALL NOT LIMIT THE
DISCRETION OF THE REQUIRED SUPERMAJORITY LENDERS TO CHANGE THE DEFINITION OF THE
TERM "PERMITTED ASSET SALES", (VI) CHANGE THE DEFINITION OF THE TERM "BORROWING
BASE" OR ANY COMPONENT DEFINITION THEREOF (OTHER THAN CHANGES TO THE INVENTORY
ADVANCE RATE)