TIME TO TIME, PROMPTLY
EXECUTE AND DELIVER ALL FURTHER INSTRUMENTS AND DOCUMENTS, AND TAKE ALL FURTHER
ACTION, THAT MAY BE NECESSARY, OR THAT THE AGENT OR THE CONSORTIUM CREDITOR MAY
REASONABLY REQUEST, TO PROTECT ANY RIGHT OR INTEREST GRANTED OR PURPORTED TO BE
GRANTED BY THIS AGREEMENT OR TO ENABLE THE BANK CREDITORS AND THE CONSORTIUM
CREDITORS TO EXERCISE AND ENFORCE THEIR RIGHTS AND REMEDIES UNDER THIS
AGREEMENT.
5.
MARSHALLING OF ASSETS.
NOTHING IN THIS AGREEMENT WILL BE DEEMED TO REQUIRE
EITHER THE CONSORTIUM CREDITOR, THE AGENT OR ANY BANK CREDITOR (I) TO PROCEED
AGAINST CERTAIN PROPERTY SECURING THE CONSORTIUM OBLIGATIONS OR THE CREDIT
AGREEMENT OBLIGATIONS, AS APPLICABLE, PRIOR TO PROCEEDING AGAINST OTHER PROPERTY
SECURING THE SAME OR (II) TO MARSHALL THE CONSORTIUM COLLATERAL OR THE BANK
COLLATERAL, AS APPLICABLE, UPON THE ENFORCEMENT OF THE CONSORTIUM CREDITOR'S OR
AGENT'S REMEDIES UNDER THE CONSORTIUM DOCUMENTATION OR THE CREDIT AGREEMENT
DOCUMENTATION, RESPECTIVELY.
6.
OBLIGATIONS UNDER THIS AGREEMENT NOT AFFECTED.
ALL RIGHTS AND INTERESTS OF
THE BANK CREDITORS UNDER THIS AGREEMENT, AND ALL AGREEMENTS AND OBLIGATIONS OF
THE CONSORTIUM CREDITOR AND WGI UNDER THIS AGREEMENT, REMAIN IN FULL FORCE AND
EFFECT IRRESPECTIVE OF:
(I)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE CONSORTIUM
AGREEMENT OR THE OTHER CONSORTIUM DOCUMENTATION; OR
(II)
ANY LACK OF VALIDITY OR ENFORCEABILITY OF THE CREDIT AGREEMENT OR
THE OTHER CREDIT AGREEMENT DOCUMENTATION.
7.
WAIVERS.
THE CONSORTIUM CREDITOR, THE AGENT, THE BANK CREDITORS AND EACH
DEBTOR EACH EXPRESSLY WAIVES ANY NOTICE OF THE ACCEPTANCE BY THE CONSORTIUM
CREDITOR AND THE AGENT, RESPECTIVELY, OF THE SUBORDINATION AND OTHER PROVISIONS
OF THIS AGREEMENT AND ALL OTHER NOTICES NOT SPECIFICALLY REQUIRED UNDER THE
TERMS OF THIS AGREEMENT WHATSOEVER, AND THE CONSORTIUM CREDITOR, THE AGENT, THE
BANK CREDITORS AND EACH DEBTOR EACH EXPRESSLY CONSENT TO RELIANCE BY THE
CONSORTIUM CREDITOR AND THE BANK CREDITORS UPON THE AGREEMENTS AND OBLIGATIONS
IN THIS AGREEMENT.
8.
INFORMATION CONCERNING FINANCIAL CONDITION OF WGI.
THE CONSORTIUM CREDITOR
AND THE AGENT ASSUME RESPONSIBILITY FOR KEEPING THEMSELVES INFORMED OF THE
FINANCIAL CONDITION OF DEBTORS AND OF ALL OTHER CIRCUMSTANCES BEARING UPON THE
RISK OF NONPAYMENT OF ALL OR ANY PART OF THE CONSORTIUM OBLIGATIONS AND THE
CREDIT AGREEMENT OBLIGATIONS, RESPECTIVELY.
9.
AMENDMENT; WAIVER.
THIS AGREEMENT MAY BE AMENDED ONLY BY A WRITING
EXECUTED BY THE CONSORTIUM CREDITOR, DEBTORS AND THE AGENT.
NO WAIVER OF ANY
PROVISION OF THIS AGREEMENT IS EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY
THE CONSORTIUM CREDITOR, DEBTORS AND THE AGENT.
3
10.
ADDRESSES FOR NOTICES.
ANY NOTICE OR OTHER COMMUNICATION REQUIRED
HEREUNDER SHALL BE IN WRITING (MESSAGES SENT BY E-MAIL OR OTHER ELECTRONIC
TRANSMISSION (OTHER THAN BY FACSIMILE) SHALL NOT CONSTITUTE A WRITING), AND
SHALL BE DEEMED TO HAVE BEEN VALIDLY SERVED, GIVEN OR DELIVERED WHEN RECEIVED BY
THE RECIPIENT IF HAND DELIVERED, SENT BY COMMERCIAL OVERNIGHT COURIER OR SENT BY
FACSIMILE, OR THREE BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, WITH
PROPER FIRST CLASS POSTAGE PREPAID AND ADDRESSED TO THE PARTY TO BE NOTIFIED AT
THE ADDRESS SPECIFIED ON THE