THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BECOME EFFECTIVE
5
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) without the
prior consent of the Lenders.
If all of the capital stock of a Guarantor is
sold, transferred or otherwise disposed of pursuant to a transaction permitted
by the Amended and Restated Credit Agreement, such Guarantor shall be released
from its obligations under this Agreement without further action, and upon the
request of such Guarantor, Administrative Agent shall deliver or authorize the
filing of all necessary terminations and shall return all Collateral to such
Guarantor to effect such release.
This Agreement shall be construed as a
separate agreement with respect to each 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 NOTICE OR DEMAND ON ANY GUARANTOR IN ANY CASE SHALL ENTITLE
SUCH GUARANTOR TO ANY OTHER OR FURTHER NOTICE IN SIMILAR OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED,
AMENDED OR MODIFIED EXCEPT PURSUANT TO A WRITTEN AGREEMENT ENTERED INTO BETWEEN
EACH GUARANTOR WITH RESPECT TO WHICH