TO EACH PARTY, AT SUCH OTHER ADDRESS AS SHALL BE
DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO THE OTHER PARTY.
ALL SUCH
NOTICES AND COMMUNICATIONS SHALL, WHEN MAILED, TELECOPIED OR TELEXED, BE
EFFECTIVE WHEN DEPOSITED IN THE MAILS, TELECOPIED OR CONFIRMED BY TELEX
ANSWERBACK, RESPECTIVELY, EXCEPT THAT NOTICES TO THE LENDER PURSUANT TO THE
PROVISIONS OF ARTICLES 1, 2 OR 3 SHALL NOT BE EFFECTIVE UNTIL RECEIVED BY THE
LENDER.
5.4
NO WAIVER.
NO FAILURE ON THE PART OF THE
LENDER TO EXERCISE, AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER SHALL
OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF
5
ANY OTHER RIGHT.
THE REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY REMEDIES PROVIDED BY LAW.
5.5
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES
AND AGREEMENTS MADE BY OR ON BEHALF OF THE CREDIT PARTIES IN THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF OR
THEREOF AND THE MAKING AND REPAYMENT OF THE LOANS.
IN ADDITION, NOTWITHSTANDING
ANYTHING HEREIN OR UNDER APPLICABLE LAW TO THE CONTRARY, THE PROVISIONS OF THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS RELATING TO INDEMNIFICATION OR PAYMENT
OF COSTS AND EXPENSES SHALL SURVIVE THE PAYMENT IN FULL OF ALL LOANS, THE
TERMINATION OF THE COMMITMENT, AND ANY TERMINATION OF THIS AGREEMENT OR ANY OF
THE OTHER CREDIT DOCUMENTS.
5.6
INDEMNIFICATION.
THE BORROWER HEREBY AGREES
TO INDEMNIFY THE LENDER AND HOLD IT HARMLESS AGAINST ANY AND ALL LOSSES, CLAIMS,
DAMAGES AND LIABILITIES OF OR TO THE LENDER IN CONNECTION WITH OR AS A RESULT OF
THIS AGREEMENT, THE REVOLVING LINE OF CREDIT, ANY LOAN OR ANY APPLICATION OF THE
PROCEEDS OF ANY LOAN ON THE SAME TERMS AND TO THE SAME EXTENT AS THE "LENDERS"
ARE SO INDEMNIFIED PURSUANT TO THE EXISTING CREDIT AGREEMENT.
5.7
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER AND THE LENDER
AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT THE BORROWER SHALL NOT
HAVE THE RIGHT TO ASSIGN ITS RIGHTS HEREUNDER OR ANY INTEREST HEREIN WITHOUT THE
PRIOR WRITTEN CONSENT OF THE LENDER.
5.8
ASSIGNMENTS; PARTICIPATIONS.
THE LENDER MAY
ASSIGN TO ONE OR MORE PERSONS ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF THE
REVOLVING LINE OF CREDIT AND THE LOANS OWING TO IT) ON THE SAME TERMS AND
SUBJECT TO THE SAME CONDITIONS AS ARE SET FORTH FOR ASSIGNMENTS BY LENDERS UNDER
THE EXISTING CREDIT AGREEMENT.
IN CONNECTION WITH ANY SUCH ASSIGNMENT, THE
BORROWER AGREES TO EXECUTE AND DELIVER SUCH DOCUMENTATION AS THE LENDER OR ANY
SUCH PERMITTED ASSIGNEE MAY REASONABLY REQUEST TO EVIDENCE SUCH ASSIGNMENT AND
THE RIGHTS AND OBLIGATIONS OF SUCH ASSIGNEE HEREUNDER.
THE LENDER MAY SELL
PARTICIPATIONS TO ONE OR MORE BANKS OR OTHER ENTITIES (OTHER THAN THE BORROWER
OR ANY OF ITS AFFILIATES) IN OR TO ALL OR