hereto in accordance with the provisions
of this Agreement shall be deemed to have been given on the date of receipt.
SECTION 9.02.
WAIVERS; AMENDMENTS; ADDITION OF TERM OR REVOLVING TRANCHES.
(A)
NO FAILURE OR DELAY BY THE ADMINISTRATIVE AGENT OR ANY LENDER IN EXERCISING
ANY RIGHT OR POWER HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR
POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR
POWER, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT OR POWER.
THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND
THE LENDERS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND ARE
NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE.
NO
WAIVER OF ANY PROVISION OF ANY LOAN DOCUMENT OR CONSENT TO ANY DEPARTURE BY ANY
LOAN PARTY THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE
PERMITTED BY PARAGRAPH (B) OF THIS SECTION, AND THEN SUCH WAIVER OR CONSENT
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH
GIVEN.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE MAKING OF A LOAN
SHALL NOT BE CONSTRUED AS A WAIVER OF ANY DEFAULT, REGARDLESS OF WHETHER THE
ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF SUCH
DEFAULT AT THE TIME.
(B)
EXCEPT AS PROVIDED IN PARAGRAPH (D) OF THIS SECTION, NONE OF THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY PROVISION HEREOF OR THEREOF MAY BE
WAIVED, AMENDED OR MODIFIED EXCEPT, IN THE CASE OF THIS AGREEMENT, PURSUANT TO
AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO BY LEVEL 3, THE BORROWER AND
THE REQUIRED LENDERS OR, IN THE CASE OF ANY OTHER LOAN DOCUMENT, PURSUANT TO AN
AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO BY THE ADMINISTRATIVE AGENT AND
THE LOAN PARTY OR LOAN PARTIES THAT ARE PARTIES THERETO, IN EACH CASE WITH THE
CONSENT OF THE REQUIRED LENDERS; PROVIDED THAT NO SUCH AGREEMENT SHALL
(I) INCREASE THE COMMITMENT OF OR IMPOSE ADDITIONAL OBLIGATIONS ON ANY LENDER
WITHOUT THE WRITTEN CONSENT OF SUCH LENDER, (II) REDUCE THE PRINCIPAL AMOUNT OF
ANY LOAN OR REDUCE THE RATE OF INTEREST THEREON WITHOUT THE WRITTEN CONSENT OF
EACH LENDER AFFECTED THEREBY, (III) POSTPONE THE SCHEDULED DATE OF PAYMENT OF
THE PRINCIPAL AMOUNT OF ANY LOAN OR ANY INTEREST THEREON, OR REDUCE THE AMOUNT
OF, WAIVE OR EXCUSE ANY SUCH PAYMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER
AFFECTED THEREBY, (IV) CHANGE SECTION 2.12(B) OR (C) IN A MANNER THAT WOULD
ALTER THE PRO RATA SHARING OF PAYMENTS REQUIRED THEREBY WITHOUT THE WRITTEN
CONSENT OF EACH LENDER (EXCEPT AS PROVIDED IN PARAGRAPH (D) OF THIS SECTION),
(V) CHANGE ANY OF THE PROVISIONS OF THIS SECTION OR THE DEFINITION OF "REQUIRED
LENDERS" OR ANY OTHER PROVISION OF ANY LOAN DOCUMENT SPECIFYING THE NUMBER OR
PERCENTAGE OF LENDERS (OR LENDERS OF ANY CLASS) REQUIRED TO