OUTSTANDING PRINCIPAL AMOUNT OF THE
REVOLVING LOANS; OR
(F)
AMEND ANY PROVISION OF THIS CREDIT AGREEMENT CALLING FOR THE PRO
RATA APPLICATION OF FUNDS TO ANY CREDITOR PARTIES;
23.1.2
ALL LENDERS.
WITHOUT THE WRITTEN CONSENT OF ALL OF THE LENDERS,
(A) AMEND OR WAIVE THIS SECTION OR THE DEFINITION OF REQUIRED LENDERS,
(B) PERMIT AN ASSIGNMENT OF ANY RIGHTS HEREUNDER BY EITHER BORROWER OR (C) AMEND
OR WAIVE SECTION 11.4;
23.1.3
ADMINISTRATIVE AGENT, ISSUING BANK AND SWINGLINE LENDER.
WITHOUT
THE WRITTEN CONSENT OF THE ADMINISTRATIVE AGENT, AND, TO THE EXTENT AFFECTED
THEREBY, THE ISSUING BANK AND THE SWINGLINE LENDER, AMEND OR WAIVE SECTION 2.4,
SECTION 5 OR SECTION 13, THE AMOUNT OR TIME OF PAYMENT OF THE ADMINISTRATIVE
AGENT'S FEE OR ANY LETTER OF CREDIT FEES PAYABLE FOR THE ADMINISTRATIVE AGENT'S
OR THE ISSUING BANK'S ACCOUNT OR ANY OTHER PROVISION APPLICABLE TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER; OR
23.1.4
UPON CHANGE IN ADMINISTRATIVE AGENT, SWINGLINE LENDER OR ISSUING
BANK.
IN THE EVENT OF ANY CHANGE IN THE PERSON ACTING AS THE ADMINISTRATIVE
AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER HEREUNDER, WITHOUT THE WRITTEN
CONSENT OF THE PERSON FORMERLY ACTING AS SUCH, AMEND OR WAIVE ANY PROVISION OF
THIS CREDIT AGREEMENT ACCRUING TO
101
THE BENEFIT OF SUCH PERSON IN RESPECT OF ALL ACTIONS TAKEN OR OMITTED TO BE
TAKEN BY EITHER OF THEM PRIOR TO SUCH CHANGE.
23.2
WAIVERS.
NO WAIVER SHALL EXTEND TO OR AFFECT ANY OBLIGATION NOT
EXPRESSLY WAIVED OR IMPAIR ANY RIGHT CONSEQUENT THEREON. NO COURSE OF DEALING OR
DELAY OR OMISSION ON THE PART OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK, THE
SWINGLINE LENDER OR ANY LENDER IN EXERCISING ANY RIGHT SHALL OPERATE AS A WAIVER
THEREOF OR OTHERWISE BE PREJUDICIAL THERETO. NO NOTICE TO OR DEMAND UPON THE
BORROWERS OR ANY GUARANTOR SHALL ENTITLE SUCH PERSON TO OTHER OR FURTHER NOTICE
OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
23.3
REASONABLE COOPERATION BY CREDITOR PARTIES.
IF AND TO THE EXTENT THAT
THE WRITTEN CONSENT OF THE REQUIRED LENDERS, ALL OF THE LENDERS, THE SWINGLINE
LENDERS OR THE ISSUING BANK, RESPECTIVELY, IS REQUIRED TO TAKE ANY OF THE
ACTIONS CONTEMPLATED BY THIS SECTION, AND THE ADMINISTRATIVE AGENT HAS GIVEN
SUCH CONSENT, NONE OF THE OTHER CREDITOR PARTIES ENTITLED TO GIVE OR WITHHOLD
THEIR CONSENT SHALL UNREASONABLY WITHHOLD, CONDITION OR DELAY ITS DECISION
REGARDING THE GIVING OF ANY SUCH CONSENT.
23.4
AMENDMENTS REQUIRING FREDDIE MAC'S CONSENT.
UNTIL SUCH TIME AS THE
UNFUNDED ESCROW IS REDUCED TO ZERO DOLLARS, FREDDIE MAC'S PRIOR WRITTEN CONSENT
(WHICH SHALL NOT BE UNREASONABLY WITHHELD) SHALL BE REQUIRED PRIOR TO
(A) INCREASING THE APPLICABLE MARGIN OR ANY DEFAULT RATE, (B) ACCELERATING THE
AMORTIZATION SCHEDULE REGARDING THE TERM LOAN (OTHER THAN DURING THE EXISTENCE
OF AN EVENT OF DEFAULT, (C) REVISING ANY OF SECTIONS 10.14, 10.15 OR 10.16 SO AS
TO BE MORE RESTRICTIVE ON THE BORROWERS, AND (D) AMENDING THE PROVISIONS OF THIS
SECTION 23.4.
FOR PURPOSES OF CLAUSE (B) OF THIS SECTION, PAYMENTS OF PRINCIPAL
OF