MAXIMUM
EXTENT THAT WOULD NOT CAUSE THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH
SPECIFIED LIEN TO BE SUBJECT TO AVOIDANCE, RECOVERY OR UNENFORCEABILITY.
TO THE
EXTENT THAT ANY PAYMENT TO, OR REALIZATION BY, AGENT OR ANY LENDER ON THE
OBLIGATIONS EXCEEDS THE LIMITATIONS OF THIS SECTION AND IS OTHERWISE SUBJECT TO
AVOIDANCE AND RECOVERY
61
IN ANY SUCH PROCEEDING, THE AMOUNT SUBJECT TO AVOIDANCE SHALL IN ALL EVENTS BE
LIMITED TO THE AMOUNT BY WHICH SUCH ACTUAL PAYMENT OR REALIZATION EXCEEDS SUCH
LIMITATION, AND THIS AGREEMENT AND SUCH OTHER LOAN DOCUMENT AS LIMITED SHALL IN
ALL EVENTS REMAIN IN FULL FORCE AND EFFECT AND BE FULLY ENFORCEABLE AGAINST SUCH
LOAN PARTY.
THIS SECTION IS INTENDED SOLELY TO RESERVE THE RIGHTS OF AGENT AND
EACH LENDER HEREUNDER AGAINST EACH LOAN PARTY, IN SUCH PROCEEDING TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE INSOLVENCY LAWS AND NEITHER THE LOAN PARTIES, ANY
GUARANTOR OF THE OBLIGATIONS NOR ANY OTHER PERSON SHALL HAVE ANY RIGHT, CLAIM OR
DEFENSE UNDER THIS SECTION THAT WOULD NOT OTHERWISE BE AVAILABLE UNDER
APPLICABLE INSOLVENCY LAWS IN SUCH PROCEEDING.
SECTION 16
GENERAL.
16.1
WAIVER, AMENDMENTS, ETC.
NO AMENDMENT OR WAIVER OF ANY PROVISION
OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT TO ANY DEPARTURE BY
THE COMPANY OR ANY OTHER LOAN PARTY THEREFROM, SHALL BE EFFECTIVE UNLESS IN
WRITING SIGNED BY THE REQUIRED LENDERS AND THE COMPANY OR THE APPLICABLE LOAN
PARTY, AS THE CASE MAY BE, AND ACKNOWLEDGED BY AGENT, AND EACH SUCH WAIVER OR
CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC
PURPOSE FOR WHICH GIVEN; PROVIDED, HOWEVER, THAT NO SUCH AMENDMENT, WAIVER OR
CONSENT SHALL:
(A)
WAIVE ANY CONDITION SET FORTH IN SECTION 12 WITHOUT THE WRITTEN
CONSENT OF EACH LENDER; PROVIDED, HOWEVER, IN THE SOLE DISCRETION OF AGENT, ONLY
A WAIVER BY AGENT SHALL BE REQUIRED WITH RESPECT TO IMMATERIAL MATTERS OR ITEMS
WITH RESPECT TO WHICH THE COMPANY HAS GIVEN ASSURANCES SATISFACTORY TO AGENT
THAT SUCH ITEMS SHALL BE DELIVERED PROMPTLY FOLLOWING THE CLOSING DATE;
(B)
EXTEND OR INCREASE THE COMMITMENT OF ANY LENDER WITHOUT THE
WRITTEN CONSENT OF SUCH LENDER;
(C)
POSTPONE ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT FOR ANY PAYMENT (EXCLUDING MANDATORY PREPAYMENTS) OF PRINCIPAL,
INTEREST, FEES OR OTHER AMOUNTS DUE TO LENDERS (OR ANY OF THEM) HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER
DIRECTLY AFFECTED THEREBY;
(D)
REDUCE THE PRINCIPAL OF, OR THE RATE OF INTEREST SPECIFIED HEREIN
ON, ANY LOAN OR LETTER OF CREDIT, OR (SUBJECT TO CLAUSE (IV) OF THE SECOND
PROVISO TO THIS SECTION 16.1) ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER OR
UNDER ANY OTHER LOAN DOCUMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER
DIRECTLY AFFECTED THEREBY;
(E)
CHANGE ANY PROVISION OF THIS AGREEMENT IN A MANNER THAT WOULD
ALTER THE PRO RATA SHARING OF PAYMENTS REQUIRED THEREBY WITHOUT THE WRITTEN
CONSENT OF EACH LENDER;
(F)
CHANGE ANY PROVISION OF THIS SECTION OR THE DEFINITION OF