CREDIT AGREEMENT OR ANY LOAN DOCUMENT, NOR SHALL IT CONSTITUTE A
CONTINUING WAIVER AT ANY TIME, (B) THE SECOND LIEN LENDERS SHALL NOT HAVE ANY
OBLIGATION TO EXTEND THE TERM OF THE FORBEARANCE PERIOD, (C) NOTHING HEREIN
SHALL BE DEEMED TO CONSTITUTE A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT,
INCLUDING THE EXISTING EVENTS OF DEFAULT, AND, EXCEPT AS EXPRESSLY PROVIDED
HEREIN, NOTHING HEREIN SHALL IN ANY WAY PREJUDICE THE RIGHTS AND REMEDIES OF THE
SECOND LIEN ADMINISTRATIVE AGENT OR THE SECOND LIEN LENDERS UNDER THE SECOND
LIEN CREDIT AGREEMENT, ANY LOAN DOCUMENT OR APPLICABLE LAW.
IN ADDITION, THE
SECOND LIEN ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO WAIVE ANY CONDITION OR
CONDITIONS SET FORTH IN THIS CONSENT, THE SECOND LIEN CREDIT AGREEMENT OR ANY
LOAN DOCUMENT, IN ITS SOLE DISCRETION, AND ANY SUCH WAIVER SHALL NOT PREJUDICE,
WAIVE OR REDUCE ANY OTHER RIGHT OR REMEDY THAT THE SECOND LIEN ADMINISTRATIVE
AGENT MAY HAVE AGAINST ANY LOAN PARTY.
SECTION 3.9.
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES,
COVENANTS, AGREEMENTS, RELEASES AND WAIVERS MADE BY OR ON BEHALF OF ANY LOAN
PARTY UNDER THIS CONSENT SHALL SURVIVE AND CONTINUE AFTER THE EXPIRATION OR
TERMINATION OF THE FORBEARANCE PERIOD.
SECTION 3.10.
NO WAIVER OF RIGHTS. NO WAIVER SHALL BE DEEMED TO BE
MADE BY ANY PARTY HEREUNDER OF ANY OF ITS RIGHTS HEREUNDER UNLESS THE SAME SHALL
BE IN WRITING SIGNED ON BEHALF OF SUCH PARTY.
SECTION 3.11.
GOVERNING LAW.
THIS CONSENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 3.12.
ENTIRE AGREEMENT.
THIS CONSENT (TOGETHER WITH THE FEE
LETTER) SETS FORTH THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE PARTIES AS
TO THE SUBJECT MATTER HEREOF AND MERGES AND SUPERSEDES ALL PRIOR DISCUSSIONS,
AGREEMENTS, AND UNDERTAKINGS OF EVERY KIND AND NATURE AMONG THEM WITH RESPECT TO
THE SUBJECT MATTER HEREOF.
SECTION 3.13.
COUNTERPARTS.
THIS CONSENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, AND BY THE PARTIES HERETO ON THE SAME OR SEPARATE
COUNTERPARTS AND BY FACSIMILE SIGNATURE, AND EACH SUCH COUNTERPART, WHEN
EXECUTED AND DELIVERED, SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME CONSENT.
SECTION 3.14.
SEVERABILITY OF PROVISIONS; CAPTIONS; ATTACHMENTS.
WHEREVER POSSIBLE EACH PROVISION OF THIS CONSENT SHALL BE INTERPRETED IN SUCH
MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW.
ANY PROVISION OF THIS
CONSENT THAT IS PROHIBITED OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO
SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR
UNENFORCEABILITY WITHOUT INVALIDATING THE REMAINING PROVISIONS HEREOF OR
AFFECTING THE VALIDITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION. THE CAPTIONS TO SECTIONS AND SUBSECTIONS HEREIN ARE INSERTED FOR
CONVENIENCE ONLY AND SHALL BE IGNORED IN INTERPRETING THE PROVISIONS OF THIS
CONSENT.
EACH SCHEDULE OR EXHIBIT ATTACHED TO THIS CONSENT SHALL BE
INCORPORATED HEREIN AND SHALL BE DEEMED TO BE A PART HEREOF.
SECTION 3.15.
JURY TRIAL WAIVER.
EACH OF THE UNDERSIGNED, TO THE
EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY