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 THE
ISSUING BANK MAY HAVE HAD NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT THE TIME. NO
NOTICE OR DEMAND ON BORROWER IN ANY CASE SHALL ENTITLE BORROWER TO ANY OTHER OR
FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
(B)
REQUIRED CONSENTS. SUBJECT TO SECTION 10.02(C), (D) AND (E),
NEITHER THIS AGREEMENT NOR ANY OTHER LOAN DOCUMENT NOR ANY PROVISION HEREOF OR
THEREOF MAY BE WAIVED, AMENDED, SUPPLEMENTED OR MODIFIED EXCEPT, IN THE CASE OF
THIS AGREEMENT, PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY 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, THE COLLATERAL AGENT (IN THE CASE OF ANY SECURITY
DOCUMENT) AND THE LOAN PARTY OR LOAN PARTIES THAT ARE PARTY THERETO, IN EACH
CASE WITH THE WRITTEN CONSENT OF THE REQUIRED LENDERS; PROVIDED THAT, PRIOR TO
THE CLOSING DATE, NO WAIVER, AMENDMENT, SUPPLEMENT OR MODIFICATION OF THIS
AGREEMENT SHALL BE PERMITTED WITHOUT THE PRIOR WRITTEN CONSENT OF THE ARRANGERS;
PROVIDED, FURTHER, THAT NO SUCH AGREEMENT SHALL BE EFFECTIVE IF THE EFFECT
THEREOF WOULD:
(I)
INCREASE THE COMMITMENT OF ANY LENDER WITHOUT THE WRITTEN CONSENT OF
SUCH LENDER (IT BEING UNDERSTOOD THAT NO AMENDMENT, MODIFICATION, TERMINATION,
WAIVER OR CONSENT WITH RESPECT TO ANY CONDITION PRECEDENT, COVENANT OR DEFAULT
SHALL CONSTITUTE AN INCREASE IN THE COMMITMENT OF ANY LENDER);
(II)
REDUCE THE PRINCIPAL AMOUNT OF ANY LOAN OR LC DISBURSEMENT OR REDUCE
THE RATE OF INTEREST THEREON (OTHER THAN INTEREST PURSUANT TO SECTION 2.06(C)),
OR REDUCE ANY FEES PAYABLE HEREUNDER, OR CHANGE THE FORM OR CURRENCY OF PAYMENT
OF ANY OBLIGATION, WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED
THEREBY (IT BEING UNDERSTOOD THAT ANY AMENDMENT OR MODIFICATION TO THE FINANCIAL
DEFINITIONS IN THIS AGREEMENT SHALL NOT CONSTITUTE A REDUCTION IN THE RATE OF
INTEREST FOR PURPOSES OF THIS CLAUSE (II));
139
(III)
(A) CHANGE THE SCHEDULED FINAL MATURITY OF ANY LOAN, OR ANY SCHEDULED
DATE OF PAYMENT OF OR THE INSTALLMENT OTHERWISE DUE ON THE PRINCIPAL AMOUNT OF
ANY TRANCHE B LOAN UNDER SECTION 2.09, (B) POSTPONE THE DATE FOR PAYMENT OF ANY
REIMBURSEMENT OBLIGATION OR ANY INTEREST OR FEES PAYABLE HEREUNDER, (C) CHANGE
THE AMOUNT OF, WAIVE OR EXCUSE ANY SUCH PAYMENT (OTHER THAN WAIVER OF ANY
INCREASE IN THE INTEREST RATE PURSUANT TO SECTION 2.06(C)), OR (D) POSTPONE THE
SCHEDULED DATE OF EXPIRATION OF ANY COMMITMENT OR ANY LETTER OF CREDIT BEYOND
THE REVOLVING MATURITY DATE, IN ANY CASE, WITHOUT THE WRITTEN CONSENT OF EACH
LENDER DIRECTLY AFFECTED THEREBY;
(IV)
INCREASE THE MAXIMUM DURATION OF INTEREST PERIODS HEREUNDER, WITHOUT THE
WRITTEN CONSENT OF EACH LENDER DIRECTLY AFFECTED THEREBY;
(V)
PERMIT THE ASSIGNMENT OR