of the repayment of the Obligations is financed by the proceeds of
Indebtedness of one or more Credit Parties or any affiliate of a Credit Party
("Refinancing Indebtedness") which Refinancing Indebtedness is secured by
property of such persons, this Agreement shall terminate as if the Remaining
Secured Obligations have been paid in full and the provisions of paragraph (a)
of this Section 11.4 shall apply concurrently with the incurrence of the
Refinancing Indebtedness and the securing of the Refinancing Indebtedness and
the Remaining Secured Obligations on an equal and ratable basis. For the
avoidance of doubt, if the Refinancing Indebtedness is not secured, this
Agreement shall not terminate but shall remain in full force and effect.
27
SECTION 11.5.
MODIFICATION IN WRITING.
NO
AMENDMENT, MODIFICATION, SUPPLEMENT, TERMINATION OR WAIVER OF OR TO ANY
PROVISION HEREOF, NOR CONSENT TO ANY DEPARTURE BY ANY PLEDGOR THEREFROM, SHALL
BE EFFECTIVE UNLESS THE SAME SHALL BE MADE IN ACCORDANCE WITH THE TERMS OF THE
CREDIT AGREEMENT AND UNLESS IN WRITING AND SIGNED BY THE COLLATERAL AGENT.
ANY
AMENDMENT, MODIFICATION OR SUPPLEMENT OF OR TO ANY PROVISION HEREOF, ANY WAIVER
OF ANY PROVISION HEREOF AND ANY CONSENT TO ANY DEPARTURE BY ANY PLEDGOR FROM THE
TERMS OF ANY PROVISION HEREOF IN EACH CASE SHALL BE EFFECTIVE ONLY IN THE
SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH MADE OR GIVEN.
EXCEPT
WHERE NOTICE IS SPECIFICALLY REQUIRED BY THIS AGREEMENT OR ANY OTHER DOCUMENT
EVIDENCING THE SECURED OBLIGATIONS, NO NOTICE TO OR DEMAND ON ANY PLEDGOR IN ANY
CASE SHALL ENTITLE ANY PLEDGOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN
SIMILAR OR OTHER CIRCUMSTANCES.
SECTION 11.6.
NOTICES.
UNLESS OTHERWISE
PROVIDED HEREIN OR IN THE CREDIT AGREEMENT, ANY NOTICE OR OTHER COMMUNICATION
HEREIN REQUIRED OR PERMITTED TO BE GIVEN SHALL BE GIVEN IN THE MANNER AND BECOME
EFFECTIVE AS SET FORTH IN THE CREDIT AGREEMENT, AS TO ANY PLEDGOR, ADDRESSED TO
IT AT THE ADDRESS OF THE BORROWER SET FORTH IN THE CREDIT AGREEMENT AND AS TO
THE COLLATERAL AGENT, ADDRESSED TO IT AT THE ADDRESS SET FORTH IN THE CREDIT
AGREEMENT, OR IN EACH CASE AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH
PARTY IN A WRITTEN NOTICE TO THE OTHER PARTY COMPLYING AS TO DELIVERY WITH THE
TERMS OF THIS SECTION 11.6.
SECTION 11.7.
GOVERNING LAW, CONSENT TO
JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
SECTION 11.07 OF THE
CREDIT AGREEMENT ARE INCORPORATED HEREIN, MUTATIS MUTANDIS, AS IF A PART HEREOF.
SECTION 11.8.
SEVERABILITY OF PROVISIONS.
ANY PROVISION HEREOF WHICH IS INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE INEFFECTIVE TO THE EXTENT OF
SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY WITHOUT INVALIDATING THE
REMAINING PROVISIONS HEREOF OR AFFECTING THE VALIDITY, LEGALITY OR
ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 11.9.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT AND ANY AMENDMENTS, WAIVERS, CONSENTS OR SUPPLEMENTS HERETO MAY
BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF