OF ANY LOAN;
(VII)
AMEND SECTION 2.16 OR SECTION 2.24;
(VIII)
AMEND THIS SECTION 10.5 OR THE DEFINITION OF "REQUISITE LENDERS,"
OR "PRO RATA SHARE"; PROVIDED, WITH THE CONSENT OF REQUISITE LENDERS, AS
APPLICABLE, ADDITIONAL EXTENSIONS OF CREDIT PURSUANT HERETO MAY BE INCLUDED IN
THE DETERMINATION OF "REQUISITE LENDERS," OR "PRO RATA SHARE" ON SUBSTANTIALLY
THE SAME BASIS AS THE TERM LOAN COMMITMENTS AND THE INITIAL TERM LOAN ARE
INCLUDED ON THE CLOSING DATE;
103
(IX)
RELEASE ALL OR SUBSTANTIALLY ALL OF THE COLLATERAL OR ANY
GUARANTOR (OTHER THAN ANY GUARANTOR THAT CONSTITUTES AN IMMATERIAL SUBSIDIARY)
FROM THE GUARANTY EXCEPT AS EXPRESSLY PROVIDED IN THE CREDIT DOCUMENTS;
(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 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