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 ADMINISTRATIVE AGENT AND THE LENDERS
HEREUNDER ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT
THEY WOULD OTHERWISE HAVE.
NO WAIVER OF ANY PROVISION OF THIS AGREEMENT OR
CONSENT TO ANY DEPARTURE BY BORROWER 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 OR EVENT
OF DEFAULT, REGARDLESS OF WHETHER ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE
HAD NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT THE TIME.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED,
AMENDED OR MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING
ENTERED INTO BY BORROWER AND THE REQUIRED LENDERS OR BY BORROWER AND THE
ADMINISTRATIVE AGENT WITH THE WRITTEN CONSENT OF THE REQUIRED LENDERS; PROVIDED
THAT NO SUCH AGREEMENT SHALL (I) INCREASE THE COMMITMENT OF ANY LENDER WITHOUT
THE WRITTEN CONSENT OF SUCH LENDER, (II) REDUCE THE PRINCIPAL AMOUNT OUTSTANDING
OF ANY LOAN OR REDUCE THE RATE OF INTEREST (EXCEPT IN CONNECTION WITH A WAIVER
OF THE APPLICABILITY OF ANY POST-DEFAULT INCREASE IN INTEREST RATES) THEREON, OR
REDUCE ANY FEES PAYABLE HEREUNDER, WITHOUT THE WRITTEN CONSENT OF EACH LENDER
AFFECTED THEREBY, (III) CHANGE THE METHOD OF COMPUTING INTEREST OR FEES UNDER
THE LOAN DOCUMENTS, WITHOUT THE WRITTEN CONSENT OF EACH LENDER AFFECTED THEREBY,
(IV) POSTPONE THE SCHEDULED DATE OF PAYMENT OF THE PRINCIPAL AMOUNT OF ANY LOAN,
OR ANY INTEREST THEREON, OR ANY FEES PAYABLE HEREUNDER, OR REDUCE THE AMOUNT OF,
WAIVE OR EXCUSE ANY SUCH PAYMENT, OR POSTPONE THE SCHEDULED DATE OF EXPIRATION
OF ANY COMMITMENT, WITHOUT THE WRITTEN CONSENT OF EACH LENDER AFFECTED THEREBY,
(V) CHANGE SECTION 2.13(B) OR
102
2.13(C) IN A MANNER THAT WOULD ALTER THE PRO RATA SHARING OF PAYMENTS REQUIRED
THEREBY WITHOUT THE WRITTEN CONSENT OF EACH LENDER, (VI) RELEASE ANY COLLATERAL
(EXCEPT INCIDENTAL AMOUNTS AT THE DISCRETION OF ADMINISTRATIVE AGENT OR AS
AGREED TO PURSUANT TO THIS AGREEMENT), (VII) RELEASE ANY GUARANTOR FROM ITS
GUARANTEE, OR LIMIT ITS LIABILITY IN RESPECT OF SUCH GUARANTEE, WITHOUT THE
WRITTEN CONSENT OF EACH LENDER OR (VIII) CHANGE ANY OF THE PROVISIONS OF THIS
SECTION OR THE DEFINITION OF "REQUIRED LENDERS" OR ANY OTHER PROVISION HEREOF
SPECIFYING THE NUMBER OR PERCENTAGE OF LENDERS REQUIRED TO WAIVE, AMEND OR
MODIFY ANY RIGHTS HEREUNDER OR MAKE ANY DETERMINATION OR GRANT ANY CONSENT
HEREUNDER, WITHOUT THE WRITTEN CONSENT OF EACH LENDER; AND, PROVIDED, FURTHER,
THAT NO SUCH AGREEMENT SHALL AMEND, MODIFY OR OTHERWISE AFFECT