BORROWER IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE
TRANSACTIONS OR RELATIONSHIPS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER
FINANCING AGREEMENTS, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION
HEREWITH, UNLESS IT IS DETERMINED BY A FINAL AND NON-APPEALABLE JUDGMENT OR
COURT ORDER BINDING ON AGENT AND SUCH LENDER, THAT THE LOSSES WERE THE RESULT OF
ACTS OR OMISSIONS CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
EACH
BORROWER: (I) CERTIFIES THAT NEITHER AGENT, ANY LENDER NOR ANY REPRESENTATIVE,
AGENT OR ATTORNEY ACTING FOR OR ON BEHALF OF AGENT OR ANY LENDER HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT AND LENDERS WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE ANY OF THE WAIVERS PROVIDED FOR IN THIS
AGREEMENT OR ANY OF THE OTHER FINANCING AGREEMENTS AND (II) ACKNOWLEDGES THAT IN
ENTERING INTO THIS AGREEMENT AND THE OTHER FINANCING AGREEMENTS, AGENT AND
LENDERS ARE RELYING UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS SET
FORTH IN THIS SECTION 11.1 AND ELSEWHERE HEREIN AND THEREIN.
11.2
WAIVER OF NOTICES.
EACH BORROWER HEREBY
EXPRESSLY WAIVES DEMAND, PRESENTMENT, PROTEST AND NOTICE OF PROTEST AND NOTICE
OF DISHONOR WITH RESPECT TO ANY AND ALL INSTRUMENTS AND CHATTEL PAPER, 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 WHICH AGENT OR ANY
LENDER MAY ELECT TO GIVE SHALL ENTITLE SUCH BORROWER 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 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 BORROWERS AGAINST WHICH ENFORCEMENT IS SOUGHT; 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 LETTER OF CREDIT ACCOMMODATIONS, 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)
RELEASE ANY COLLATERAL (EXCEPT AS EXPRESSLY REQUIRED OR
PERMITTED HEREUNDER OR UNDER ANY OF THE OTHER FINANCING AGREEMENTS OR APPLICABLE
LAW AND EXCEPT AS PERMITTED UNDER
104
Section 12.11(b) hereof), or release of any Guarantor, in each case, without the
consent of Agent and all of Lenders,
(iv)
reduce any