TIME TO EVIDENCE SUCH TERMINATION AND RELEASE.
SECTION 13.
BINDING EFFECT; SEVERAL 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
AS TO ANY GUARANTOR WHEN A COUNTERPART HEREOF EXECUTED ON BEHALF OF SUCH
GUARANTOR SHALL HAVE BEEN DELIVERED TO THE ADMINISTRATIVE AGENT, AND A
COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON BEHALF OF THE ADMINISTRATIVE
AGENT, AND THEREAFTER SHALL BE BINDING UPON SUCH GUARANTOR AND THE
ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL
INURE TO THE BENEFIT OF SUCH GUARANTOR, THE ADMINISTRATIVE AGENT AND THE SECURED
PARTIES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO GUARANTOR
SHALL HAVE THE RIGHT TO ASSIGN ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY
INTEREST HEREIN (AND ANY SUCH ATTEMPTED ASSIGNMENT SHALL BE VOID).
IF ALL OF
THE CAPITAL STOCK OF A GUARANTOR IS SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
PURSUANT TO A TRANSACTION PERMITTED BY THE CREDIT AGREEMENT, SUCH GUARANTOR
SHALL BE RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT FURTHER
ACTION.
THIS AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH RESPECT
TO THE GUARANTOR AND MAY BE AMENDED, MODIFIED, SUPPLEMENTED, WAIVED OR RELEASED
WITH RESPECT TO ANY GUARANTOR WITHOUT THE APPROVAL OF ANY OTHER GUARANTOR AND
WITHOUT AFFECTING THE OBLIGATIONS OF ANY OTHER GUARANTOR HEREUNDER.
SECTION 14.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY OF THE ADMINISTRATIVE
AGENT OF ANY KIND IN EXERCISING ANY POWER, RIGHT OR REMEDY HEREUNDER AND NO
COURSE OF DEALING BETWEEN ANY GUARANTOR ON THE ONE HAND THE AND ADMINISTRATIVE
AGENT OR ANY HOLDER OF ANY NOTE ON THE OTHER HAND SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH POWER, RIGHT OR
REMEDY HEREUNDER, UNDER ANY OTHER LOAN DOCUMENT OR UNDER ANY HEDGING DOCUMENT,
OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A POWER, RIGHT OR
REMEDY, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER POWER, RIGHT OR REMEDY.
THE RIGHTS OF THE ADMINISTRATIVE AGENT HEREUNDER
AND OF THE SECURED PARTIES UNDER THE OTHER LOAN DOCUMENTS AND THE HEDGING
DOCUMENTS, AS APPLICABLE, ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY RIGHTS OR
REMEDIES THAT THEY WOULD OTHERWISE HAVE.
NO WAIVER OF ANY PROVISION OF THIS
AGREEMENT OR CONSENT TO ANY DEPARTURE BY ANY GUARANTOR THEREFROM SHALL IN ANY
EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY SUBSECTION (B) BELOW,
AND THEN SUCH WAIVER AND CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC
INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
NO
5
NOTICE OR DEMAND ON ANY GUARANTOR IN ANY CASE SHALL ENTITLE SUCH GUARANTOR TO
ANY OTHER OR FURTHER NOTICE IN SIMILAR OR OTHER