any
of the provisions of this Agreement applicable to it.
Each Secured Party Agent,
for and on behalf of itself and the Secured Parties represented thereby, hereby
irrevocably waives any defense based on the adequacy of a remedy at law that
might be asserted as a bar to such remedy of specific performance.
ARTICLE 5.
INTERCREDITOR ACKNOWLEDGMENTS AND WAIVERS
Section 5.1.
[Reserved].
Section 5.2.
Modifications to Secured Debt Documents.
(A)
EXCEPT AS MAY BE SEPARATELY OTHERWISE AGREED BY AND BETWEEN OR
AMONG ANY APPLICABLE SECURED PARTY AGENTS, EACH SECURED PARTY AGENT, FOR AND ON
BEHALF OF ITSELF AND THE SECURED CREDITORS REPRESENTED THEREBY, HEREBY AGREES
THAT, WITHOUT AFFECTING THE OBLIGATIONS OF SUCH SECURED PARTIES HEREUNDER, ANY
OTHER SECURED PARTY AGENT AND ANY SECURED CREDITORS REPRESENTED THEREBY MAY, AT
ANY TIME AND FROM TIME TO TIME, IN THEIR SOLE DISCRETION WITHOUT THE CONSENT OF
OR NOTICE TO ANY SUCH SECURED PARTY (EXCEPT TO THE EXTENT SUCH NOTICE OR CONSENT
IS REQUIRED PURSUANT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT), AND WITHOUT
INCURRING ANY LIABILITY TO ANY SUCH SECURED PARTY, AMEND, RESTATE, SUPPLEMENT,
20
REPLACE, REFINANCE, EXTEND, CONSOLIDATE, RESTRUCTURE OR OTHERWISE MODIFY ANY OF
THE SECURED DEBT DOCUMENTS TO WHICH SUCH OTHER SECURED PARTY AGENT OR ANY
SECURED CREDITOR REPRESENTED THEREBY IS PARTY OR BENEFICIARY IN ANY MANNER
WHATSOEVER, INCLUDING TO:
(I)
CHANGE THE MANNER, PLACE, TIME OR TERMS OF PAYMENT OR RENEW, ALTER OR
INCREASE ALL OR ANY OF THE SECURED OBLIGATIONS OR OTHERWISE AMEND, RESTATE,
SUPPLEMENT OR OTHERWISE MODIFY IN ANY MANNER, OR GRANT ANY WAIVER OR RELEASE
WITH RESPECT TO, ALL OR ANY PART OF THE SECURED OBLIGATIONS OR ANY OF THE
SECURED DEBT DOCUMENTS;
(II)
RETAIN OR OBTAIN A LIEN ON ANY PROPERTY OF ANY PERSON TO SECURE ANY OF
THE SECURED OBLIGATIONS, AND IN CONNECTION THEREWITH TO ENTER INTO ANY
ADDITIONAL SECURED DEBT DOCUMENTS;
(III)
AMEND, OR GRANT ANY WAIVER, COMPROMISE, OR RELEASE WITH RESPECT TO, OR
CONSENT TO ANY DEPARTURE FROM, ANY GUARANTY OR OTHER OBLIGATIONS OF ANY PERSON
OBLIGATED IN ANY MANNER UNDER OR IN RESPECT OF THE SECURED OBLIGATIONS;
(IV)
RELEASE ITS LIEN ON ANY COLLATERAL OR OTHER PROPERTY;
(V)
EXERCISE OR REFRAIN FROM EXERCISING ANY RIGHTS AGAINST ANY CREDIT PARTY
OR ANY OTHER PERSON;
(VI)
RETAIN OR OBTAIN THE PRIMARY OR SECONDARY OBLIGATION OF ANY OTHER PERSON
WITH RESPECT TO ANY OF THE SECURED OBLIGATIONS; AND
(VII)
OTHERWISE MANAGE AND SUPERVISE THE SECURED OBLIGATIONS AS SUCH OTHER
SECURED PARTY AGENT SHALL DEEM APPROPRIATE.
(B)
THE SECURED OBLIGATIONS MAY BE REFINANCED, IN WHOLE OR IN PART, IN
EACH CASE, WITHOUT NOTICE TO, OR THE CONSENT (EXCEPT TO THE EXTENT A CONSENT IS
REQUIRED TO PERMIT THE REFINANCING TRANSACTION UNDER ANY SECURED DEBT DOCUMENT)
OF, ANY SECURED PARTY AGENT OR SECURED CREDITORS, ALL WITHOUT AFFECTING THE LIEN
PRIORITIES PROVIDED FOR HEREIN OR THE OTHER PROVISIONS HEREOF; PROVIDED,
HOWEVER, THAT, IF THE INDEBTEDNESS REFINANCING ANY SUCH SECURED OBLIGATIONS IS
TO CONSTITUTE SECURED OBLIGATIONS, THE HOLDERS OF SUCH REFINANCING INDEBTEDNESS
(OR AN AUTHORIZED AGENT OR TRUSTEE