IN THE PRECEDING SENTENCE ANY
SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,
OR IN ADDITION TO, ACTUAL DAMAGES. EACH OF THE BORROWER AND THE GUARANTORS (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE AGENT OR ANY LENDER
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH LENDER WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGES THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.
§26.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
EXCEPT AS
OTHERWISE SPECIFICALLY SET FORTH HEREIN OR IN ANY OTHER LOAN DOCUMENT, ANY
CONSENT OR APPROVAL REQUIRED OR PERMITTED BY THIS AGREEMENT MAY BE GIVEN, AND
ANY TERM OF THIS AGREEMENT OR OF ANY OTHER INSTRUMENT RELATED HERETO OR
MENTIONED HEREIN MAY BE AMENDED, AND THE PERFORMANCE OR OBSERVANCE BY THE
BORROWER AND THE GUARANTORS OF ANY TERMS OF THIS AGREEMENT OR SUCH OTHER
INSTRUMENT OR THE CONTINUANCE OF ANY DEFAULT OR EVENT OF DEFAULT MAY BE WAIVED
(EITHER GENERALLY OR IN A PARTICULAR INSTANCE AND EITHER RETROACTIVELY OR
PROSPECTIVELY) WITH, BUT ONLY WITH, THE WRITTEN CONSENT OF THE REQUISITE
LENDERS, AND, IN THE CASE OF AMENDMENTS, WITH THE WRITTEN CONSENT OF THE
BORROWER OTHER THAN AMENDMENTS TO SCHEDULES MADE IN THE ORDINARY COURSE AS
CONTEMPLATED BY THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, (I) THE RATE OF
INTEREST ON, AND THE TERM OR AMOUNT OF, THE NOTES OR THE DATE OF ANY PAYMENT DUE
HEREUNDER OR THEREUNDER, (II) THE AMOUNT OF THE COMMITMENTS OF THE LENDERS
(OTHER THAN CHANGES IN COMMITMENTS PURSUANT TO ASSIGNMENTS UNDER §19 OR PURSUANT
TO CHANGES IN THE TOTAL COMMITMENT UNDER §2.2), (III) THE AMOUNT OF ANY FEE
PAYABLE TO A LENDER HEREUNDER, (IV) ANY PROVISION HEREIN OR IN ANY OF THE LOAN
DOCUMENTS WHICH EXPRESSLY REQUIRES CONSENT OF ALL THE LENDERS (INCLUDING THIS
§26), (V) THE FUNDING PROVISIONS OF §2.5 AND §2.7 HEREOF, (VI) THE RIGHTS,
DUTIES AND OBLIGATIONS OF THE AGENT SPECIFIED IN §14 HEREOF, AND (VII) THE
DEFINITIONS OF MAJORITY LENDERS OR REQUISITE LENDERS, MAY NOT BE AMENDED OR
COMPLIANCE THEREWITH WAIVED WITHOUT THE WRITTEN CONSENT OF EACH LENDER AFFECTED
THEREBY, NOR MAY THE AGENT RELEASE THE BORROWER OR ANY GUARANTOR FROM ITS
LIABILITY WITH RESPECT TO THE OBLIGATIONS (OTHER THAN PURSUANT TO §18.8),
WITHOUT FIRST OBTAINING THE WRITTEN CONSENT OF ALL THE LENDERS.
UNLESS
OTHERWISE DIRECTED BY THE AGENT, ANY REQUEST FOR AMENDMENT OR WAIVER SHALL BE
MADE ON NO LESS THAN TEN (10) BUSINESS DAYS NOTICE TO THE LENDERS. UNLESS
OTHERWISE DIRECTED BY THE AGENT, THE FAILURE OF A LENDER TO RESPOND TO A REQUEST
FOR WAIVER OR AMENDMENT SHALL BE DEEMED TO CONSTITUTE SUCH LENDER'S CONSENT TO
SUCH WAIVER OR AMENDMENT
72
REQUESTED (UNLESS SUCH WAIVER OR AMENDMENT REQUIRES THE CONSENT OF ALL
LENDERS).
NO WAIVER SHALL EXTEND TO OR AFFECT ANY OBLIGATION NOT EXPRESSLY
WAIVED OR IMPAIR ANY RIGHT