SUCH.
WITHOUT LIMITING THE FOREGOING, NONE OF THE LENDERS OR OTHER PERSONS SO
IDENTIFIED SHALL HAVE OR BE DEEMED TO HAVE ANY FIDUCIARY RELATIONSHIP WITH ANY
LENDER.
EACH LENDER ACKNOWLEDGES THAT IT HAS NOT RELIED, AND WILL NOT RELY, ON
ANY OF THE LENDERS OR OTHER PERSONS SO IDENTIFIED IN DECIDING TO ENTER INTO THIS
AGREEMENT OR IN TAKING OR NOT TAKING ACTION HEREUNDER.
SECTION 9.13
AGENTS' FEES; JOINT LEAD ARRANGER FEE.
THE BORROWERS, JOINTLY AND
SEVERALLY SHALL PAY TO THE ADMINISTRATIVE AGENT FOR ITS OWN ACCOUNT, TO THE
COLLATERAL AGENT FOR ITS OWN ACCOUNT AND TO THE JOINT LEAD ARRANGERS, IN THEIR
CAPACITY AS JOINT LEAD ARRANGERS, FOR THEIR OWN ACCOUNT, FEES IN THE AMOUNTS AND
AT THE TIMES PREVIOUSLY AGREED UPON BETWEEN HOLDINGS AND THE ADMINISTRATIVE
AGENT, THE COLLATERAL AGENT AND THE JOINT LEAD ARRANGERS, RESPECTIVELY, IN EACH
CASE WITH RESPECT TO THIS AGREEMENT, THE OTHER TERM LOAN DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
ARTICLE X
MISCELLANEOUS
SECTION 10.01
AMENDMENTS, ETC.
(A)
AMENDMENTS GENERALLY.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF
THIS AGREEMENT OR ANY OTHER TERM LOAN DOCUMENT, AND NO CONSENT TO ANY DEPARTURE
BY ANY BORROWER OR ANY OTHER LOAN PARTY THEREFROM, SHALL BE EFFECTIVE UNLESS IN
WRITING SIGNED BY THE REQUIRED LENDERS AND EACH BORROWER OR THE APPLICABLE LOAN
PARTY, AS THE CASE MAY BE, AND ACKNOWLEDGED BY THE ADMINISTRATIVE AGENT, AND
EACH SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND
FOR THE SPECIFIC PURPOSE FOR WHICH GIVEN; PROVIDED THAT (X) THE ADMINISTRATIVE
AGENT AND THE COMPANY MAY, WITH THE CONSENT OF THE OTHER (AND WITHOUT THE
CONSENT OF ANY LENDER), AMEND, MODIFY OR SUPPLEMENT THIS AGREEMENT AND ANY OTHER
TERM LOAN DOCUMENT TO CURE ANY AMBIGUITY, TYPOGRAPHICAL ERROR, DEFECT OR
INCONSISTENCY IF SUCH AMENDMENT, MODIFICATION OR SUPPLEMENT DOES NOT ADVERSELY
AFFECT THE RIGHTS OF ANY LENDER AND (Y) NO SUCH AMENDMENT, WAIVER OR CONSENT
SHALL:
(I)
WAIVE ANY CONDITION SET FORTH IN SECTION 4.01(A) WITHOUT THE
WRITTEN CONSENT OF EACH LENDER;
(II)
EXTEND OR INCREASE THE COMMITMENT OF ANY LENDER (OR REINSTATE ANY
COMMITMENT THERETOFORE TERMINATED PURSUANT HERE) WITHOUT THE WRITTEN CONSENT OF
SUCH LENDER;
(III)
POSTPONE ANY DATE FIXED BY THIS AGREEMENT OR ANY OTHER TERM LOAN
DOCUMENT FOR ANY PAYMENT (EXCLUDING MANDATORY PREPAYMENTS) OF PRINCIPAL,
INTEREST, FEES OR OTHER AMOUNTS DUE TO THE LENDERS (OR ANY OF THEM) HEREUNDER OR
UNDER ANY OTHER TERM LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER
DIRECTLY AFFECTED THEREBY;
(IV)
REDUCE OR FORGIVE THE PRINCIPAL OF, OR THE RATE OF INTEREST
SPECIFIED HEREIN ON OR ANY PREPAYMENT PREMIUM UNDER SECTION 2.08(A) OR ANY
CHANGE OF CONTROL PREPAYMENT PREMIUM APPLICABLE TO, ANY LOAN, OR (SUBJECT TO
SUBSECTION (B) BELOW) ANY FEES OR OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER ANY
OTHER TERM LOAN DOCUMENT WITHOUT THE WRITTEN CONSENT OF EACH LENDER DIRECTLY
AFFECTED THEREBY; PROVIDED, HOWEVER, THAT ONLY THE CONSENT OF THE REQUIRED
LENDERS SHALL BE NECESSARY TO AMEND ANY DEFAULT RATE OF INTEREST PROVIDED FOR
HEREIN OR TO