DISCLOSED IN ANY
-3-
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, OR (II) COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 8.
TERMINATION.
THE OBLIGATIONS OF THE GUARANTOR HEREUNDER (A) SHALL,
SUBJECT TO CLAUSE (B) BELOW, TERMINATE WHEN ALL THE OBLIGATIONS HAVE BEEN PAID
IN FULL AND THE LENDERS HAVE NO FURTHER COMMITMENT TO LEND UNDER THE CREDIT
AGREEMENT AND (B) SHALL CONTINUE TO BE EFFECTIVE OR BE REINSTATED, AS THE CASE
MAY BE, IF AT ANY TIME PAYMENT, OR ANY PART THEREOF, OF ANY OBLIGATION IS
RESCINDED OR MUST OTHERWISE BE RESTORED BY THE AGENT OR ANY LENDER UPON THE
BANKRUPTCY OR REORGANIZATION OF THE BORROWER OR OTHERWISE.
SECTION 9.
BINDING AGREEMENT; ASSIGNMENTS.
WHENEVER IN THIS AGREEMENT ANY OF
THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND AGREEMENTS
BY OR ON BEHALF OF THE GUARANTOR THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND
AND INURE TO THE BENEFIT OF EACH PARTY HERETO AND THEIR RESPECTIVE SUCCESSORS
AND ASSIGNS.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN A COUNTERPART HEREOF
EXECUTED ON BEHALF OF THE GUARANTOR SHALL HAVE BEEN DELIVERED TO THE AGENT AND A
COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON BEHALF OF THE AGENT, AND
THEREAFTER SHALL BE BINDING UPON THE GUARANTOR AND THE AGENT AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF THE
GUARANTOR, THE AGENT AND THE LENDERS, AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, EXCEPT THAT THE GUARANTOR SHALL NOT HAVE THE RIGHT TO ASSIGN ITS RIGHTS
OR OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN AND ANY SUCH ATTEMPTED
ASSIGNMENT SHALL BE VOID.
SECTION 10.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY OF THE AGENT OR ANY
LENDER IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR
ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
THE RIGHTS AND REMEDIES OF THE AGENT OR ANY LENDER HEREUNDER OR
UNDER THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE.
NO WAIVER
OF ANY PROVISION OF THIS AGREEMENT SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE
SAME SHALL BE PERMITTED BY PARAGRAPH (B) BELOW, AND THEN SUCH WAIVER SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
NO
NOTICE OR DEMAND ON THE GUARANTOR IN ANY CASE SHALL ENTITLE THE GUARANTOR TO ANY
OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, AMENDED OR
MODIFIED EXCEPT PURSUANT TO A WRITTEN AGREEMENT ENTERED INTO BETWEEN THE
GUARANTOR AND THE AGENT (WITH THE PRIOR WRITTEN