INCLUDED IN OR EVIDENCING
ANY OF THE OBLIGATIONS OR THE COLLATERAL, AND ANY AND ALL OTHER DEMANDS AND
NOTICES OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE OBLIGATIONS, THE
COLLATERAL AND THIS AGREEMENT, EXCEPT SUCH AS ARE EXPRESSLY PROVIDED FOR
HEREIN.
NO NOTICE TO OR DEMAND ON ANY BORROWER OR GUARANTOR WHICH AGENT OR ANY
LENDER MAY ELECT TO GIVE SHALL ENTITLE SUCH BORROWER OR GUARANTOR TO ANY OTHER
OR FURTHER NOTICE OR DEMAND IN THE SAME, SIMILAR OR OTHER CIRCUMSTANCES.
11.3
AMENDMENTS AND WAIVERS.
(A)
NEITHER THIS AGREEMENT NOR ANY OTHER FINANCING AGREEMENT
NOR ANY TERMS HEREOF OR THEREOF MAY BE AMENDED, WAIVED, DISCHARGED OR TERMINATED
UNLESS SUCH AMENDMENT, WAIVER, DISCHARGE OR TERMINATION IS IN WRITING SIGNED BY
AGENT AND THE REQUIRED LENDERS OR AT AGENT'S OPTION, BY AGENT WITH THE
AUTHORIZATION OR CONSENT OF THE REQUIRED LENDERS, AND AS TO AMENDMENTS TO ANY OF
THE FINANCING AGREEMENTS (OTHER THAN WITH RESPECT TO ANY PROVISION OF SECTION 12
HEREOF), BY ANY BORROWER AND SUCH AMENDMENT, WAIVER, DISCHARGER OR TERMINATION
SHALL BE EFFECTIVE AND BINDING AS TO ALL LENDERS AND EACH ISSUING BANK ONLY IN
THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN; EXCEPT,
THAT, NO SUCH AMENDMENT, WAIVER, DISCHARGE OR TERMINATION SHALL:
(I)
REDUCE THE INTEREST RATE OR ANY FEES OR EXTEND THE
TIME OF PAYMENT OF PRINCIPAL, INTEREST OR ANY FEES OR REDUCE THE PRINCIPAL
AMOUNT OF ANY LOAN OR LETTERS OF CREDIT, IN EACH CASE WITHOUT THE CONSENT OF
EACH LENDER DIRECTLY AFFECTED THEREBY,
(II)
INCREASE THE COMMITMENT OF ANY LENDER OVER THE AMOUNT
THEREOF THEN IN EFFECT OR PROVIDED HEREUNDER, IN EACH CASE WITHOUT THE CONSENT
OF THE LENDER DIRECTLY AFFECTED THEREBY,
(III)
INCREASE THE AMOUNT OF THE MAXIMUM CREDIT WITHOUT THE
CONSENT OF ALL LENDERS (PROVIDED, THAT, THE INCREASE PROVIDED FOR IN SECTION 2.3
HEREOF SHALL NOT BE DEEMED AN INCREASE REQUIRING THE CONSENT OF ANY LENDER) OR
THE LETTER OF CREDIT LIMIT WITHOUT THE CONSENT OF AGENT AND ALL OF LENDERS;
(IV)
RELEASE ANY COLLATERAL (EXCEPT AS EXPRESSLY REQUIRED
HEREUNDER OR UNDER ANY OF THE OTHER FINANCING AGREEMENTS OR APPLICABLE LAW AND
EXCEPT AS PERMITTED UNDER SECTION 12.11(B) HEREOF), WITHOUT THE CONSENT OF AGENT
AND ALL OF LENDERS,
(V)
REDUCE ANY PERCENTAGE SPECIFIED IN THE DEFINITION OF
REQUIRED LENDERS, WITHOUT THE CONSENT OF AGENT AND ALL OF LENDERS,
108
(VI)
CONSENT TO THE ASSIGNMENT OR TRANSFER BY ANY BORROWER OR
GUARANTOR OF ANY OF THEIR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, WITHOUT
THE CONSENT OF AGENT AND ALL OF LENDERS,
(VII)
AMEND, MODIFY OR WAIVE ANY TERMS OF THIS SECTION 11.3 HEREOF,
WITHOUT THE CONSENT OF AGENT AND ALL OF LENDERS,
(VIII)
INCREASE THE AMOUNT OF THE DOLLAR LIMITS IN SECTION 12.8(A) OR
SECTION 12.11(A)(II) HEREOF WITHOUT THE CONSENT OF AGENT AND ALL OF LENDERS; OR
(IX)
INCREASE THE ADVANCE RATES CONSTITUTING PART OF THE
BORROWING BASE (OTHER THAN AS PROVIDED FOR IN THE DEFINITION OF SUCH TERM), OR
AMEND, MODIFY OR WAIVE ANY PROVISIONS OF THE DEFINITION