OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS
AND OBLIGATIONS.
EXCEPT TO THE EXTENT EXPRESSLY PROHIBITED BY LAW, BORROWER AND
THE OTHER LOAN PARTIES EACH HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY,
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PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES.
BORROWER AND EACH OTHER LOAN PARTY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER, LC ISSUER OR AGENT HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER, LC ISSUER OR AGENT WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B)
ACKNOWLEDGES THAT AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER
THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25.
BORROWER AND EACH
OTHER LOAN PARTY ACKNOWLEDGES THAT IT HAS HAD AN OPPORTUNITY TO REVIEW THIS §25
WITH ITS LEGAL COUNSEL AND THAT EACH AGREES TO THE FOREGOING AS ITS FREE,
KNOWING AND VOLUNTARY ACT.
§26.
DEALINGS WITH THE BORROWER
The Lenders and their affiliates may accept deposits from, extend credit to and
generally engage in any kind of banking, trust or other business with Borrower
and each of the other Loan Parties, or any of its Affiliates regardless of the
capacity of the Lender hereunder.
§27.
CONSENTS, AMENDMENTS, WAIVERS, ETC.
Except as otherwise expressly provided in this Agreement, any consent or
approval required or permitted by this Agreement may be given, and any term of
this Agreement or of any other Loan Document may be amended, and the performance
or observance by Borrower of any terms of this Agreement or such other
instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Required
Lenders.
Notwithstanding the foregoing provisions of this Section:
(a)
none of the following may occur without the written consent of
each affected Lender:
(i)
a decrease in the rate of interest on the Notes;
(ii)
an increase in the amount of the Commitments of Lenders;
(iii)
a forgiveness, reduction or waiver of the principal of any
unpaid Loan or any interest thereon or fee payable under the Loan Documents
(other than in connection with the imposition or rescission of the Default
Rate);
(iv)
a decrease in the amount of any fee payable to a Lender
hereunder;
(v)
the release of Borrower, any guarantor or any of the
Collateral except as otherwise provided herein;
(vi)
a change to this §27;
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(vii)
any postponement of any date fixed for any payment of
principal of or interest on, or fees in respect of, the Loans;
(viii)
any change in the manner of distribution of any payments to
Lenders or Agent;
(ix)
an amendment of the definition