execute and deliver to the applicable Loan Party such
documents as such Loan Party may reasonably request to evidence the release of
such item of Collateral from the assignment and security interest granted under
the Collateral
103
Documents, or to release such Guarantor from its obligations under the
applicable Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 9.09.
9.10
INTERCREDITOR AGREEMENT.
EACH OF THE LENDERS HEREBY ACKNOWLEDGES
THAT IT HAS RECEIVED AND REVIEWED THE INTERCREDITOR AGREEMENT AND AGREES TO BE
BOUND BY THE TERMS THEREOF.
EACH LENDER (AND EACH PERSON THAT BECOMES A LENDER
HEREUNDER PURSUANT TO SECTION 10.06) HEREBY (I) ACKNOWLEDGES THAT CREDIT SUISSE
IS ACTING UNDER THE INTERCREDITOR AGREEMENT IN MULTIPLE CAPACITIES AS THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE COLLATERAL AGENT UNDER THE
INTERCREDITOR AGREEMENT AND (II) WAIVES ANY CONFLICT OF INTEREST, NOW
CONTEMPLATED OR ARISING HEREAFTER, IN CONNECTION THEREWITH AND AGREES NOT TO
ASSERT AGAINST CREDIT SUISSE ANY CLAIMS, CAUSES OF ACTION, DAMAGES OR
LIABILITIES OF WHATEVER KIND OR NATURE RELATING THERETO.
EACH LENDER (AND EACH
PERSON THAT BECOMES A LENDER HEREUNDER PURSUANT TO SECTION 10.06) HEREBY
AUTHORIZES AND DIRECTS CREDIT SUISSE TO ENTER INTO THE INTERCREDITOR AGREEMENT
ON BEHALF OF SUCH LENDER AND AGREES THAT CREDIT SUISSE, IN ITS VARIOUS
CAPACITIES THEREUNDER, MAY TAKE SUCH ACTIONS ON ITS BEHALF AS IS CONTEMPLATED BY
THE TERMS OF THE INTERCREDITOR AGREEMENT.
ARTICLE X
MISCELLANEOUS
10.01
AMENDMENTS, ETC.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND NO CONSENT TO ANY DEPARTURE BY THE
BORROWER OR ANY OTHER LOAN PARTY THEREFROM, SHALL BE EFFECTIVE UNLESS IN WRITING
SIGNED BY THE REQUIRED LENDERS AND THE 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, HOWEVER, THAT NO SUCH AMENDMENT,
WAIVER OR CONSENT SHALL:
(A)
EXTEND OR INCREASE THE COMMITMENT OF ANY LENDER (OR REINSTATE ANY
COMMITMENT TERMINATED PURSUANT TO SECTION 8.02) WITHOUT THE WRITTEN CONSENT OF
SUCH LENDER;
(B)
POSTPONE ANY DATE SCHEDULED FOR ANY PAYMENT OF PRINCIPAL OR
INTEREST OR FEES UNDER SECTION 2.07, 2.08 OR 2.09 WITHOUT THE WRITTEN CONSENT OF
EACH LENDER DIRECTLY AFFECTED THEREBY (PROVIDED THAT THE CONSENT OF EACH LENDER
SHALL BE REQUIRED TO EXTEND THE MATURITY DATE);
(C)
REDUCE OR FORGIVE THE PRINCIPAL OF, OR THE RATE OF INTEREST
SPECIFIED HEREIN ON, ANY LOAN OR L/C BORROWING, OR (SUBJECT TO CLAUSE (V) OF THE
SECOND PROVISO TO THIS SECTION 10.01), ANY FEES OR OTHER AMOUNTS PAYABLE
HEREUNDER OR UNDER ANY OTHER 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 THE DEFINITION OF "DEFAULT
RATE" OR TO WAIVE ANY OBLIGATION OF THE BORROWER TO PAY INTEREST OR LETTER OF
CREDIT FEES AT THE DEFAULT RATE AND SUCH