OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT.
EACH OF THE PARTIES HERETO
(I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS SET FORTH IN THIS SECTION 7.04(D).
SECTION 7.05.
SEVERABILITY.
IF ANY TERMS OR OTHER PROVISION OF THIS
AGREEMENT SHALL BE DETERMINED BY A COURT, ADMINISTRATIVE AGENCY OR ARBITRATOR TO
BE INVALID, ILLEGAL OR UNENFORCEABLE, SUCH INVALIDITY, ILLEGALITY OR
UNENFORCEABILITY SHALL NOT RENDER THE ENTIRE AGREEMENT INVALID. RATHER, THIS
AGREEMENT SHALL BE CONSTRUED AS IF NOT CONTAINING THE PARTICULAR INVALID,
ILLEGAL OR UNENFORCEABLE PROVISION, AND ALL OTHER PROVISIONS OF THIS AGREEMENT
SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT SO LONG AS THE ECONOMIC OR
LEGAL SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY IS NOT AFFECTED IN ANY
MANNER MATERIALLY ADVERSE TO EITHER PARTY. UPON SUCH DETERMINATION THAT ANY TERM
OR OTHER PROVISION IS INVALID, ILLEGAL OR UNENFORCEABLE, THE PARTIES SHALL
NEGOTIATE IN GOOD FAITH TO MODIFY THIS AGREEMENT SO AS TO EFFECT THE ORIGINAL
INTENT OF THE PARTIES AS CLOSELY AS POSSIBLE IN AN ACCEPTABLE MANNER TO THE END
THAT THE TRANSACTIONS CONTEMPLATED HEREBY ARE FULFILLED TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW.
SECTION 7.06.
SUCCESSORS; ASSIGNMENT; AMENDMENTS; WAIVERS.
(A)
RTEA MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT WITHOUT
THE PRIOR WRITTEN CONSENT OF BUYER AND MAY PLEDGE OR ASSIGN ITS RIGHTS UNDER
THIS AGREEMENT IN CONNECTION WITH A FINANCING AND THE ENFORCEMENT OF THE
LENDER'S RIGHTS THEREUNDER.
NOTWITHSTANDING THE FOREGOING, IF RTEA ASSIGNS ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT TO ANY PERSON THAT IS NOT AN
AFFILIATE OF RTEA, SUCH ASSIGNEE SHALL NOT HAVE THE RIGHT TO ATTEND CERTAIN
BUYER AUDITS THAT SECTION 6.01 PROVIDES TO RTEA; HOWEVER, A NATIONALLY
RECOGNIZED ACCOUNTING OR LAW FIRM RETAINED BY SUCH ASSIGNEE SHALL HAVE THE SAME
RIGHT TO ATTEND BUYER AUDITS THAT SECTION 6.01 PROVIDES TO RTEA.
(B)
THIS AGREEMENT MAY ONLY BE AMENDED IN A WRITING SIGNED BY BOTH BUYER AND
RTEA. NO PROVISION OF THIS AGREEMENT MAY BE WAIVED UNLESS SUCH WAIVER IS IN
WRITING AND SIGNED BY THE PARTY AGAINST WHOM THE WAIVER IS TO BE EFFECTIVE.
(C)
ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON,
SHALL INURE TO THE BENEFIT OF AND SHALL BE ENFORCEABLE BY THE PARTIES HERETO AND
THEIR RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS. BUYER SHALL, BY WRITTEN
AGREEMENT, REQUIRE AND CAUSE ANY DIRECT OR INDIRECT SUCCESSOR TO ALL OR
SUBSTANTIALLY ALL OF THE ADJUSTABLE ASSETS OR THE BUSINESS OR ASSETS OF BUYER
(WHETHER BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) EXPRESSLY TO
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ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME
EXTENT THAT BUYER WOULD BE REQUIRED TO PERFORM