WITHOUT LIMITATION, TO THE EXTENT PERMITTED BY THE CREDIT AGREEMENT,
DIVIDENDS) BETWEEN THE GUARANTORS AND/OR ANY SUBSIDIARY EXCEPT AFTER AND DURING
THE CONTINUATION OF AN EVENT OF DEFAULT.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01.
EACH GUARANTOR REPRESENTS AND WARRANTS TO THE ADMINISTRATIVE
AGENT AND THE OTHER CREDIT PARTIES THAT (A) THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH GUARANTOR OF THIS AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE OR OTHER ORGANIZATIONAL ACTION, AND THAT THIS AGREEMENT HAS
BEEN DULY AND VALIDLY EXECUTED BY SUCH GUARANTOR AND CONSTITUTES ITS LEGAL,
VALID AND BINDING OBLIGATION, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS, EXCEPT TO THE EXTENT ENFORCEMENT MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY AND OTHER SIMILAR LAWS AFFECTING CREDITOR'S RIGHTS GENERALLY, AND
(B) ALL REPRESENTATIONS AND WARRANTIES SET FORTH IN THE CREDIT AGREEMENT AS TO
SUCH GUARANTOR ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS.
ARTICLE V
MISCELLANEOUS
SECTION 5.01.
NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL (EXCEPT
AS OTHERWISE EXPRESSLY PERMITTED HEREIN) BE IN WRITING AND GIVEN AS PROVIDED IN
SECTION 10.02 OF THE CREDIT AGREEMENT.
SECTION 5.02.
WAIVERS; AMENDMENT.
(A)
THE RIGHTS, REMEDIES, POWERS,
PRIVILEGES AND DISCRETIONS OF THE ADMINISTRATIVE AGENT HEREUNDER (HEREIN, THE
"ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES") SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH IT WOULD OTHERWISE HAVE.
NO DELAY OR
OMISSION BY THE ADMINISTRATIVE AGENT IN EXERCISING OR ENFORCING ANY OF THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES SHALL OPERATE AS, OR CONSTITUTE, A
WAIVER THEREOF.
NO WAIVER BY THE ADMINISTRATIVE AGENT OF ANY EVENT OF DEFAULT
OR OF ANY DEFAULT UNDER ANY OTHER AGREEMENT SHALL OPERATE AS A WAIVER OF ANY
OTHER EVENT OF DEFAULT OR OTHER DEFAULT HEREUNDER OR UNDER ANY OTHER AGREEMENT.
NO SINGLE OR PARTIAL EXERCISE OF ANY OF THE ADMINISTRATIVE AGENT'S RIGHTS OR
REMEDIES, AND NO EXPRESS OR IMPLIED AGREEMENT OR TRANSACTION OF WHATEVER NATURE
ENTERED INTO BETWEEN THE ADMINISTRATIVE AGENT AND ANY PERSON, AT ANY TIME, SHALL
PRECLUDE THE OTHER OR FURTHER EXERCISE OF THE ADMINISTRATIVE AGENT'S RIGHTS AND
REMEDIES.
NO WAIVER BY THE ADMINISTRATIVE AGENT OF ANY OF THE ADMINISTRATIVE
AGENT'S RIGHTS AND REMEDIES ON ANY ONE OCCASION SHALL BE DEEMED A WAIVER ON ANY
SUBSEQUENT OCCASION, NOR SHALL IT BE DEEMED A CONTINUING WAIVER.
THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES MAY BE EXERCISED AT SUCH TIME OR
TIMES AND IN SUCH ORDER OF PREFERENCE AS THE ADMINISTRATIVE AGENT MAY
DETERMINE.
THE ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES MAY BE EXERCISED
WITHOUT RESORT OR REGARD TO ANY OTHER SOURCE OF SATISFACTION OF THE
OBLIGATIONS.
NO WAIVER OF ANY PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR CONSENT TO ANY DEPARTURE BY ANY GUARANTOR THEREFROM SHALL IN ANY
EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) BELOW,
AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE
AND FOR THE PURPOSE FOR WHICH GIVEN.
NO NOTICE TO OR DEMAND ON ANY GUARANTOR IN
ANY CASE SHALL ENTITLE SUCH GUARANTOR OR ANY OTHER GUARANTOR