SCHEDULED
REPAYMENT (BUT NOT PREPAYMENT);
(III)
[RESERVED];
(IV)
REDUCE THE RATE OF INTEREST ON ANY LOAN (OTHER
THAN ANY WAIVER OF ANY INCREASE IN THE INTEREST RATE APPLICABLE TO ANY LOAN
PURSUANT TO SECTION 2.8) OR ANY FEE OR ANY PREMIUM PAYABLE HEREUNDER;
(V)
EXTEND THE TIME FOR PAYMENT OF ANY SUCH
INTEREST OR FEES;
(VI)
REDUCE THE PRINCIPAL AMOUNT OF ANY LOAN;
(VII)
AMEND SECTION 2.15;
(VIII)
AMEND THE DEFINITION OF "REQUISITE LENDERS," OR
"PRO RATA SHARE";
(IX)
[RESERVED];
(X)
CONSENT TO THE ASSIGNMENT OR TRANSFER BY
ANY CREDIT PARTY OF ANY OF ITS RIGHTS AND OBLIGATIONS UNDER ANY CREDIT DOCUMENT;
OR
(XI)
ALTER THE ORDER OF PRIORITY OF APPLICATION
OF PROCEEDS SET FORTH IN SECTION 2.15(I).
(C)
OTHER CONSENTS.
NO AMENDMENT,
MODIFICATION, TERMINATION OR WAIVER OF ANY PROVISION OF THE CREDIT DOCUMENTS, OR
CONSENT TO ANY DEPARTURE BY ANY CREDIT PARTY THEREFROM, SHALL AMEND, MODIFY,
TERMINATE OR WAIVE ANY PROVISION OF SECTION 9 AS THE SAME APPLIES TO ANY
FACILITY AGENT, OR ANY OTHER PROVISION HEREOF AS THE SAME APPLIES TO THE RIGHTS
OR OBLIGATIONS OF ANY FACILITY AGENT, IN EACH CASE WITHOUT THE CONSENT OF SUCH
FACILITY AGENT IN ADDITION TO THE CONSENT OF REQUISITE LENDERS AND THE
ADMINISTRATIVE AGENT.
(D)
EXECUTION OF AMENDMENTS, ETC.
ADMINISTRATIVE AGENT MAY, BUT SHALL HAVE NO OBLIGATION TO, WITH THE CONCURRENCE
OF ANY LENDER, EXECUTE AMENDMENTS, MODIFICATIONS, WAIVERS OR CONSENTS ON BEHALF
OF SUCH
LENDER.
ANY WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH IT WAS GIVEN.
NO NOTICE TO OR
DEMAND ON ANY CREDIT PARTY IN ANY CASE SHALL ENTITLE ANY CREDIT PARTY TO ANY
OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
ANY
AMENDMENT, MODIFICATION, TERMINATION, WAIVER OR CONSENT EFFECTED IN ACCORDANCE
WITH THIS SECTION 10.5
83
SHALL BE BINDING UPON EACH LENDER AT THE TIME OUTSTANDING, EACH FUTURE LENDER
AND, IF SIGNED BY A CREDIT PARTY, ON SUCH CREDIT PARTY.
10.6
SUCCESSORS AND ASSIGNS; PARTICIPATIONS.
(A)
GENERALLY.
THIS AGREEMENT SHALL BE BINDING
UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THE SUCCESSORS AND ASSIGNS OF
LENDERS.
NO CREDIT PARTY'S RIGHTS OR OBLIGATIONS HEREUNDER NOR ANY INTEREST
THEREIN MAY BE ASSIGNED OR DELEGATED BY ANY CREDIT PARTY WITHOUT THE PRIOR
WRITTEN CONSENT OF ALL LENDERS.
NOTHING IN THIS AGREEMENT, EXPRESSED OR
IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY PERSON (OTHER THAN THE PARTIES
HERETO, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY AND, TO THE
EXTENT EXPRESSLY CONTEMPLATED HEREBY, AFFILIATES OF EACH OF THE AGENTS AND
LENDERS) ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF
THIS AGREEMENT.
(B)
REGISTER.
THE BORROWER, ADMINISTRATIVE
AGENT AND LENDERS SHALL DEEM AND TREAT THE PERSONS LISTED AS LENDERS IN THE
REGISTER AS THE HOLDERS AND OWNERS OF THE CORRESPONDING TERM LOAN COMMITMENTS
AND LOANS LISTED THEREIN FOR ALL PURPOSES HEREOF, AND NO ASSIGNMENT OR TRANSFER
OF ANY SUCH LOAN SHALL BE