(COLLECTIVELY THE
"LENDER PARTIES") PROVIDE THIS CONSENT (I) WITHOUT PREJUDICE TO ANY OF THE
LENDER PARTIES' RIGHTS UNDER THE CREDIT AGREEMENT, THE OTHER
3
FINANCING DOCUMENTS AND/OR UNDER APPLICABLE LAW, ALL OF WHICH RIGHTS AND
REMEDIES ARE SPECIFICALLY RESERVED AND (II) WITHOUT PREJUDICE TO THE BORROWERS'
CONTINUING OBLIGATIONS UNDER THE CREDIT AGREEMENT, ALL OF WHICH REMAIN IN FULL
FORCE AND EFFECT.
13.
ON ITS OWN BEHALF AND ON BEHALF OF THE OTHER
LENDER PARTIES, THE ADMINISTRATIVE AGENT HEREBY EXPRESSLY RESERVES ALL OF THE
LENDER PARTIES' RESPECTIVE INDIVIDUAL AND COLLECTIVE RIGHTS AND REMEDIES UNDER
THE CREDIT AGREEMENT, THE OTHER FINANCING DOCUMENTS AND APPLICABLE LAW,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE EXISTENCE OF ANY DEFAULTS OR
EVENTS OF DEFAULT UNDER THE CREDIT AGREEMENT, AND THE REMEDIES AVAILABLE UNDER
SECTION 7.2(B) THEREOF.
THE LENDER PARTIES (I) HAVE NOT WAIVED AND DO NOT
INTEND TO WAIVE ANY EXISTING OR FUTURE DEFAULTS OR EVENTS OF DEFAULT UNDER THE
CREDIT AGREEMENT, AND (II) EXCEPT AS EXPRESSLY SET FORTH HEREIN TO THE CONTRARY,
ARE NOT OBLIGATED IN ANY WAY, AND HAVE NOT AGREED, TO "STAND STILL" OR IN ANY
RESPECT FORBEAR FROM INDIVIDUALLY OR COLLECTIVELY ENFORCING RIGHTS OR REMEDIES
UNDER THE CREDIT AGREEMENT, ANY OTHER FINANCING DOCUMENT OR UNDER ANY APPLICABLE
LAW, ALL OF WHICH RIGHTS AND REMEDIES ARE EXPRESSLY RESERVED BY THE LENDER
PARTIES, INCLUDING THE RIGHT TO EXERCISE ANY REMEDIES IN RESPECT OF THE EVENTS
OF DEFAULT SPECIFIED IN THE DEFAULT NOTICE.
NO ORAL COMMUNICATION, COURSE OF
CONDUCT, PAST OR FUTURE FORBEARANCE ON THE PART OF ANY OF THE LENDER PARTIES
SHOULD BE VIEWED AS A LIMITATION UPON OR WAIVER OF THE ABSOLUTE RIGHT AND
PRIVILEGE OF THE LENDER PARTIES IN EXERCISING REMEDIES THAT CURRENTLY OR MAY IN
THE FUTURE EXIST, AND ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT OR REMEDY
UNDER THE FINANCING DOCUMENTS SHALL NOT PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR REMEDY.
14.
PURSUANT TO SECTION 9.12(A) OF THE CREDIT
AGREEMENT, THE LENDERS HEREBY AUTHORIZE AND DIRECT THE ADMINISTRATIVE AGENT, THE
ADMINISTRATIVE AGENT (ACTING UPON INSTRUCTIONS OF THE REQUIRED LENDERS) HEREBY
AUTHORIZES AND DIRECTS THE COLLATERAL AGENT AND THE COLLATERAL AGENT HEREBY
AUTHORIZES AND DIRECTS THE DEPOSITARY AGENT, TO EXECUTE AND DELIVER THIS CONSENT
AND ANY OTHER DOCUMENTS WHICH MAY BE REASONABLY NECESSARY TO GIVE EFFECT TO THIS
CONSENT.
15.
EXCEPT AS EXPRESSLY AMENDED HEREBY, ALL TERMS
AND CONDITIONS CONTAINED IN THE CREDIT AGREEMENT AND ALL OTHER FINANCING
DOCUMENTS SHALL REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS.
16.
THIS CONSENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO
THE CONFLICT OF LAW RULES THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK
GENERAL OBLIGATIONS LAW).
17.
THIS CONSENT SHALL BECOME EFFECTIVE AS OF THE
DATE FIRST WRITTEN ABOVE (THE "EFFECTIVE DATE") UPON THE FOLLOWING CONDITIONS
HAVING BEEN FULLY SATISFIED:
(A) THE LENDERS SHALL HAVE EXECUTED AND DELIVERED
(INCLUDING BY WAY OF FACSIMILE