RESPECT TO THE OTHER OBLIGATIONS, THE HOLDERS
OF AT LEAST A MAJORITY OF ALL OBLIGATIONS OUTSTANDING FROM TIME TO TIME UNDER
THE INTEREST RATE PROTECTION AGREEMENTS OR OTHER HEDGING AGREEMENTS.
7.3
OBLIGATIONS ABSOLUTE.
THE OBLIGATIONS OF BORROWER HEREUNDER SHALL
REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO, AND SHALL NOT BE IMPAIRED BY,
(A) ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT, READJUSTMENT,
COMPOSITION, LIQUIDATION OR THE LIKE OF BORROWER; (B) ANY EXERCISE OR
NON-EXERCISE, OR ANY WAIVER OF, ANY RIGHT, REMEDY, POWER OR PRIVILEGE UNDER OR
IN RESPECT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY INTEREST RATE
PROTECTION OR OTHER HEDGING AGREEMENT EXCEPT AS SPECIFICALLY SET FORTH IN A
WAIVER GRANTED PURSUANT TO SECTION 7.2 HEREOF; OR (C) ANY AMENDMENT TO OR
MODIFICATION OF ANY LOAN DOCUMENT OR ANY INTEREST RATE PROTECTION OR OTHER
HEDGING AGREEMENT OR ANY SECURITY FOR ANY OF THE OBLIGATIONS; WHETHER OR NOT
BORROWER SHALL HAVE NOTICE OR KNOWLEDGE OF ANY OF THE FOREGOING.
7.4
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL INURE TO
THE BENEFIT OF THE ADMINISTRATIVE AGENT, EACH SECURED CREDITOR AND BORROWER AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED THAT BORROWER MAY NOT TRANSFER
OR ASSIGN ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE WRITTEN
CONSENT OF THE REQUIRED SECURED CREDITORS.
ALL AGREEMENTS, STATEMENTS,
REPRESENTATIONS AND WARRANTIES MADE BY BORROWER HEREIN OR IN ANY CERTIFICATE OR
OTHER INSTRUMENT DELIVERED BY BORROWER OR ON ITS BEHALF UNDER THIS AGREEMENT
SHALL BE CONSIDERED TO HAVE BEEN RELIED UPON BY THE SECURED CREDITORS AND SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS
AND THE INTEREST RATE PROTECTION OR OTHER HEDGING AGREEMENTS REGARDLESS OF ANY
INVESTIGATION MADE BY THE SECURED CREDITORS OR ON THEIR BEHALF.
7.5
HEADINGS DESCRIPTIVE.
THE HEADINGS OF THE SEVERAL SECTIONS OF
THIS AGREEMENT ARE INSERTED FOR CONVENIENCE ONLY AND SHALL NOT IN ANY WAY AFFECT
THE MEANING OR CONSTRUCTION OF ANY PROVISION OF THIS AGREEMENT.
7.6
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
7.7
GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID STATE,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
7.8
BORROWER'S DUTIES.
IT IS EXPRESSLY AGREED, ANYTHING HEREIN
CONTAINED TO THE CONTRARY NOTWITHSTANDING, THAT BORROWER SHALL REMAIN LIABLE TO
PERFORM ALL OF THE OBLIGATIONS, IF ANY, ASSUMED BY IT WITH RESPECT TO THE
COLLATERAL AND THE ADMINISTRATIVE AGENT SHALL NOT HAVE ANY OBLIGATIONS OR
LIABILITIES WITH RESPECT TO ANY COLLATERAL BY REASON OF OR ARISING OUT OF THIS
AGREEMENT, NOR