PARTY), AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE
ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN;
PROVIDED THAT NO AMENDMENT, WAIVER OR CONSENT SHALL, UNLESS IN WRITING AND
SIGNED BY ALL THE PARTICIPANTS DO ANY OF THE FOLLOWING:
(I) WAIVE ANY OF THE
CONDITIONS SPECIFIED IN SECTION 2.1 OR 11.1, (II) INCREASE THE PARTICIPATING
COMMITMENT AMOUNTS OR CONTRACTUAL OBLIGATIONS OF THE PARTICIPANTS TO SERVICER OR
SPONSOR UNDER THIS AGREEMENT, (III) REDUCE THE PRINCIPAL OF, OR
INTEREST ON, THE PARTICIPATION CERTIFICATES OR ANY FEES HEREUNDER, (IV) POSTPONE
ANY DATE FIXED FOR THE PAYMENT IN RESPECT OF PRINCIPAL OF, OR INTEREST ON, THE
PARTICIPATION CERTIFICATES OR ANY FEES HEREUNDER, (V) AGREE TO RELEASE ANY
GUARANTOR FROM ITS OBLIGATIONS UNDER ANY GUARANTY AGREEMENT OR THE SPONSOR FROM
ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT, (VI) MODIFY THE DEFINITION OF
"REQUIRED PARTICIPANTS," OR (VII) MODIFY SECTION 2.9, ARTICLE 4, ARTICLE 10 OR
THIS SECTION 15.2.
NOTWITHSTANDING THE FOREGOING, NO AMENDMENT, WAIVER OR
CONSENT SHALL, UNLESS IN WRITING AND SIGNED BY THE SERVICER IN ADDITION TO THE
PARTICIPANTS REQUIRED HEREINABOVE TO TAKE SUCH ACTION, AFFECT THE RIGHTS OR
DUTIES OF THE SERVICER UNDER THIS AGREEMENT OR UNDER ANY OTHER OPERATIVE
DOCUMENT OR LOAN DOCUMENT.
IN ADDITION, NOTWITHSTANDING THE FOREGOING, THE
SERVICER AND THE SPONSOR MAY, WITHOUT THE CONSENT OF OR NOTICE TO THE
PARTICIPANTS, ENTER INTO AMENDMENTS, MODIFICATIONS OR WAIVERS WITH RESPECT TO
THE SERVICING AGREEMENT AND THE FEE LETTER AS LONG AS SUCH AMENDMENTS OR
MODIFICATIONS DO NOT CONFLICT WITH THE TERMS OF THIS AGREEMENT.
NO WAIVER; REMEDIES CUMULATIVE.
NO FAILURE OR DELAY ON THE PART OF THE SERVICER
OR ANY PARTICIPANT IN EXERCISING ANY RIGHT OR REMEDY HEREUNDER OR UNDER ANY
OTHER OPERATIVE DOCUMENT, AND NO COURSE OF DEALING BETWEEN ANY CREDIT PARTY AND
THE SERVICER OR ANY PARTICIPANT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY
SINGLE OR PARTIAL EXERCISE OF ANY RIGHT OR REMEDY HEREUNDER OR UNDER ANY OTHER
OPERATIVE DOCUMENT PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT OR REMEDY HEREUNDER OR THEREUNDER.
THE RIGHTS AND
REMEDIES HEREIN EXPRESSLY PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES WHICH THE SERVICER OR ANY PARTICIPANT WOULD OTHERWISE HAVE.
NO NOTICE TO OR DEMAND ON ANY CREDIT PARTY NOT REQUIRED HEREUNDER OR UNDER ANY
OTHER OPERATIVE DOCUMENT IN ANY CASE SHALL ENTITLE ANY CREDIT PARTY TO ANY OTHER
OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES OR CONSTITUTE A
WAIVER OF THE RIGHTS OF THE SERVICER OR THE PARTICIPANTS TO ANY OTHER OR FURTHER
ACTION IN ANY CIRCUMSTANCES WITHOUT NOTICE OR DEMAND.
PAYMENT OF EXPENSES, ETC.
SPONSOR SHALL:
WHETHER OR NOT THE TRANSACTIONS HEREBY CONTEMPLATED ARE CONSUMMATED, PAY ALL
REASONABLE, OUT-OF-POCKET COSTS AND EXPENSES OF THE SERVICER IN THE
ADMINISTRATION (BOTH BEFORE AND AFTER THE EXECUTION HEREOF AND INCLUDING
REASONABLE EXPENSES ACTUALLY INCURRED RELATING TO ADVICE OF COUNSEL AS TO THE
RIGHTS AND DUTIES OF THE SERVICER AND THE PARTICIPANTS WITH RESPECT THERETO) OF,