SIGNATURE PAGE OF THIS AGREEMENT OR AT SUCH OTHER
ADDRESS AS IS DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO EACH OTHER PARTY
COMPLYING AS TO DELIVERY WITH THE TERMS OF THIS SECTION 10.
ANY NOTICE REQUIRED
TO BE GIVEN BY OR TO ANY DEBTOR HEREUNDER WILL BE DEEMED RECEIVED OR GIVEN, AS
THE CASE MAY BE, IF SUCH NOTICE IS GIVEN BY OR TO WGI IN COMPLIANCE WITH THIS
SECTION 10.
11.
NO WAIVER; REMEDIES.
NO FAILURE ON THE PART OF THE CONSORTIUM CREDITOR,
THE AGENT OR A BANK CREDITOR, RESPECTIVELY, TO EXERCISE, AND NO DELAY IN
EXERCISING, ANY RIGHT UNDER THIS AGREEMENT OPERATES AS A WAIVER OF SUCH RIGHT,
NOR DOES ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT UNDER THIS AGREEMENT
PRECLUDE ANY OTHER OR FURTHER EXERCISE OF SUCH RIGHT OR THE EXERCISE OF ANY
OTHER RIGHT.
THE REMEDIES PROVIDED IN THIS AGREEMENT ARE CUMULATIVE AND NOT
EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
12.
CONTINUING AGREEMENT; TRANSFER OF CREDIT AGREEMENT OBLIGATIONS.
THIS
AGREEMENT IS A CONTINUING AGREEMENT AND (I) REMAINS IN FULL FORCE AND EFFECT
UNTIL THE CONSORTIUM OBLIGATIONS AND CREDIT AGREEMENT OBLIGATIONS HAVE BEEN PAID
IN FULL AND THE CONSORTIUM DOCUMENTATION AND THE CREDIT AGREEMENT DOCUMENTATION
HAVE BEEN TERMINATED, (II) IS BINDING UPON THE CONSORTIUM CREDITOR, EACH DEBTOR,
THE AGENT, THE BANK CREDITORS AND THEIR RESPECTIVE SUCCESSORS, TRANSFEREES,
PARTICIPANTS AND ASSIGNS AND (III) INURES TO THE BENEFIT OF AND IS ENFORCEABLE
BY THE AGENT AND THE CONSORTIUM CREDITOR AND THEIR SUCCESSORS, TRANSFEREES,
PARTICIPANTS AND ASSIGNS.
WITHOUT LIMITING THE GENERALITY OF CLAUSE (III)
ABOVE, THE BANK CREDITORS MAY, IN ACCORDANCE WITH THE CREDIT AGREEMENT, ASSIGN,
PARTICIPATE OR OTHERWISE TRANSFER THE CREDIT AGREEMENT OBLIGATIONS TO ANY OTHER
PERSON OR ENTITY, WHICH PERSON OR ENTITY UPON SUCH TRANSFER BECOMES VESTED WITH
ALL THE RIGHTS IN RESPECT OF SUCH CREDIT AGREEMENT OBLIGATIONS GRANTED TO THE
BANK CREDITORS IN THIS AGREEMENT OR OTHERWISE.
13.
DOCUMENTATION.
THE AGENT AND THE CONSORTIUM CREDITOR EACH REPRESENT AND
WARRANT TO THE OTHER THAT IT HAS (I) IN THE CASE OF THE AGENT, DELIVERED TO THE
CONSORTIUM CREDITOR TRUE, CORRECT AND COMPLETE COPIES OF THE CREDIT AGREEMENT
AND THE OTHER PRIMARY CREDIT AGREEMENT DOCUMENTATION AND (II) IN THE CASE OF THE
CONSORTIUM CREDITOR, DELIVERED TO THE AGENT TRUE, CORRECT AND COMPLETE COPIES OF
THE PRIMARY CONSORTIUM DOCUMENTATION.
14.
CONSTRUCTION.
(A) NEITHER THIS AGREEMENT NOR ANY UNCERTAINTY OR AMBIGUITY
HEREIN SHALL BE CONSTRUED AGAINST ANY PARTY, WHETHER UNDER ANY RULE OF
CONSTRUCTION OR OTHERWISE.
ON THE CONTRARY, THIS AGREEMENT HAS BEEN REVIEWED BY
EACH OF THE PARTIES AND THEIR COUNSEL AND SHALL BE CONSTRUED AND INTERPRETED
ACCORDING TO THE ORDINARY MEANING OF THE WORDS USED SO AS TO FAIRLY ACCOMPLISH
THE PURPOSES AND INTENTIONS OF ALL PARTIES HERETO.
(B)
Unless the context of this Agreement requires otherwise, the
plural includes the singular, the singular includes the plural, and "including"
has the inclusive meaning of "including without limitation."
The words
"hereof," "herein," "hereby," "hereunder," and other similar terms of this
Agreement refer to this Agreement as