BASE, ELIGIBLE RECEIVABLES OR
ELIGIBLE INVENTORY WITHOUT THE WRITTEN CONSENT OF THE SUPERMAJORITY LENDERS.
(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 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 REVOLVING COMMITMENTS AND LOANS LISTED THEREIN FOR
ALL PURPOSES HEREOF, AND NO ASSIGNMENT OR TRANSFER OF ANY SUCH REVOLVING
COMMITMENT OR LOAN SHALL BE EFFECTIVE, IN EACH CASE, UNLESS AND UNTIL RECORDED
IN THE REGISTER FOLLOWING RECEIPT OF AN ASSIGNMENT AGREEMENT EFFECTING THE
ASSIGNMENT OR TRANSFER THEREOF AS PROVIDED IN SECTION 10.6(D), TOGETHER WITH ANY
REVOLVING LOAN NOTE (IF THE ASSIGNING LENDER'S LOANS ARE EVIDENCED BY A
REVOLVING LOAN NOTE) SUBJECT TO SUCH ASSIGNMENT.
EACH ASSIGNMENT SHALL BE
RECORDED IN THE REGISTER ON THE BUSINESS DAY THE ASSIGNMENT AGREEMENT IS
RECEIVED BY THE ADMINISTRATIVE AGENT, IF RECEIVED BY 12:00 NOON NEW YORK CITY
TIME, AND ON THE FOLLOWING BUSINESS DAY IF RECEIVED AFTER SUCH TIME, PROMPT
NOTICE THEREOF SHALL BE PROVIDED TO THE BORROWER AND A COPY OF SUCH ASSIGNMENT
AGREEMENT SHALL BE MAINTAINED.
THE DATE OF SUCH RECORDATION OF A TRANSFER SHALL
BE REFERRED TO HEREIN AS THE "ASSIGNMENT EFFECTIVE DATE."
ANY REQUEST,
AUTHORITY OR CONSENT OF ANY PERSON WHO, AT THE TIME OF MAKING SUCH REQUEST
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OR GIVING SUCH AUTHORITY OR CONSENT, IS LISTED IN THE REGISTER AS A LENDER SHALL
BE CONCLUSIVE AND BINDING ON ANY SUBSEQUENT HOLDER, ASSIGNEE OR TRANSFEREE OF
THE CORRESPONDING REVOLVING COMMITMENTS OR LOANS.
(C)
RIGHT TO ASSIGN.
EACH LENDER SHALL HAVE THE RIGHT