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 AGENTS, THE ISSUING BANKS AND THE LENDERS HEREUNDER
AND UNDER THE OTHER SENIOR 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 SENIOR 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
OR ISSUANCE OF A LETTER OF CREDIT SHALL NOT BE CONSTRUED AS A WAIVER OF ANY
DEFAULT, REGARDLESS OF WHETHER ANY AGENT, ANY LENDER OR ANY ISSUING BANK MAY
HAVE HAD NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT THE TIME.
(B)
NEITHER THIS AGREEMENT NOR ANY OTHER SENIOR LOAN DOCUMENT NOR 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 THE
BORROWER AND THE REQUIRED LENDERS OR, IN THE CASE OF ANY OTHER SENIOR 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
(I) NO SUCH AGREEMENT SHALL CHANGE ANY PROVISION OF ANY SENIOR LOAN DOCUMENT IN
A MANNER THAT BY ITS TERMS ADVERSELY AFFECTS THE RIGHTS OF LENDERS HOLDING LOANS
OF ANY CLASS DIFFERENTLY THAN THOSE HOLDING LOANS OF ANY OTHER CLASS, WITHOUT
THE WRITTEN CONSENT OF LENDERS HOLDING A MAJORITY IN INTEREST OF THE OUTSTANDING
LOANS AND UNUSED COMMITMENTS OF EACH AFFECTED CLASS AND (II) ANY WAIVER,
AMENDMENT OR MODIFICATION OF THIS AGREEMENT THAT BY ITS TERMS AFFECTS THE RIGHTS
OR DUTIES UNDER THIS AGREEMENT OF ONE OR MORE CLASSES OF LENDERS (BUT NOT THE
OTHER CLASS OR CLASSES OF LENDERS) MAY BE EFFECTED BY AN AGREEMENT OR AGREEMENTS
IN WRITING ENTERED INTO BY THE BORROWER AND REQUISITE PERCENTAGE IN INTEREST OF
THE AFFECTED CLASS OR CLASSES OF LENDERS THAT WOULD BE REQUIRED TO CONSENT
THERETO UNDER THIS SECTION IF SUCH CLASS OR CLASSES OF LENDERS WERE THE ONLY
CLASS OR CLASSES OF LENDERS HEREUNDER AT THE TIME; AND PROVIDED FURTHER THAT NO
SUCH AGREEMENT SHALL (I) INCREASE THE COMMITMENT OF ANY LENDER WITHOUT THE
WRITTEN CONSENT OF SUCH LENDER, (II) REDUCE OR FORGIVE THE PRINCIPAL AMOUNT OF
ANY LOAN OR LC DISBURSEMENT OR REDUCE THE RATE OF INTEREST THEREON, OR REDUCE
ANY FEES PAYABLE HEREUNDER, WITHOUT THE WRITTEN CONSENT OF EACH