UNDER ANY LOAN DOCUMENT
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
ADMINISTRATIVE AGENT, EACH ISSUING BANK 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 THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR CONSENT TO ANY DEPARTURE BY HOLDINGS,
ANY BORROWER OR ANY OTHER LOAN PARTY THEREFROM SHALL IN ANY EVENT BE EFFECTIVE
UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) BELOW, AND THEN SUCH WAIVER
OR CONSENT SHALL BE
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EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
NO
NOTICE OR DEMAND ON HOLDINGS, ANY BORROWER OR ANY OTHER LOAN PARTY IN ANY CASE
SHALL ENTITLE SUCH PERSON TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR
OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY OTHER LOAN DOCUMENT NOR ANY
PROVISION HEREOF OR THEREOF MAY BE WAIVED, AMENDED OR MODIFIED EXCEPT (X) AS
PROVIDED IN SECTION 2.21, (Y) IN THE CASE OF THIS AGREEMENT, PURSUANT TO AN
AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO BY HOLDINGS, THE BORROWERS AND
THE REQUIRED LENDERS, AND (Z) IN THE CASE OF ANY OTHER LOAN DOCUMENT, PURSUANT
TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO BY EACH PARTY THERETO AND
THE ADMINISTRATIVE AGENT (OR, IN THE CASE OF ANY SECURITY DOCUMENTS, THE
COLLATERAL AGENT IF SO PROVIDED THEREIN) AND CONSENTED TO BY THE REQUIRED
LENDERS; PROVIDED, HOWEVER, THAT NO SUCH AGREEMENT SHALL
(I)
DECREASE OR FORGIVE THE PRINCIPAL AMOUNT OF, OR EXTEND THE FINAL
MATURITY OF, OR DECREASE THE RATE OF INTEREST ON, ANY LOAN OR ANY L/C - BA
DISBURSEMENT, OR EXTEND THE STATED EXPIRATION OF ANY LETTER OF CREDIT OR
BANKERS' ACCEPTANCE BEYOND THE REVOLVING FACILITY MATURITY DATE, WITHOUT THE
PRIOR WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY, EXCEPT AS
PROVIDED IN SECTION 2.05(C),
(II)
INCREASE OR EXTEND THE COMMITMENT OF ANY LENDER OR DECREASE THE
COMMITMENT FEES OR L/C-BA PARTICIPATION FEES OR OTHER FEES OF ANY LENDER WITHOUT
THE PRIOR WRITTEN CONSENT OF SUCH LENDER (IT BEING UNDERSTOOD THAT WAIVERS OR
MODIFICATIONS OF CONDITIONS PRECEDENT, COVENANTS, DEFAULTS OR EVENTS OF DEFAULT
OR OF A MANDATORY REDUCTION IN THE AGGREGATE COMMITMENTS SHALL NOT CONSTITUTE AN
INCREASE OF THE COMMITMENTS OF ANY LENDER),
(III)
EXTEND ANY DATE ON WHICH PAYMENT OF INTEREST ON ANY LOAN OR ANY
L/C - BA DISBURSEMENT OR ANY FEES IS DUE, WITHOUT THE PRIOR WRITTEN CONSENT OF
EACH LENDER ADVERSELY AFFECTED THEREBY,
(IV)
AMEND THE PROVISIONS OF SECTION 5.02 OF THE COLLATERAL AGREEMENT IN A
MANNER THAT WOULD BY ITS TERMS ALTER THE PRO RATA SHARING OF PAYMENTS REQUIRED
THEREBY, WITHOUT THE PRIOR WRITTEN CONSENT