IN A WRITTEN INSTRUMENT EXECUTED BY THE ADMINISTRATIVE AGENT AND (B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SUBSECTION 10.1 OF THE CREDIT
AGREEMENT, NO SUCH WAIVER AND NO SUCH AMENDMENT OR MODIFICATION SHALL AMEND,
MODIFY OR WAIVE THE DEFINITION OF "LENDER" IF SUCH WAIVER, AMENDMENT, OR
MODIFICATION WOULD ADVERSELY AFFECT A LENDER WITHOUT THE WRITTEN CONSENT OF EACH
SUCH AFFECTED LENDER.
3.2
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS TO OR UPON THE
ADMINISTRATIVE AGENT OR ANY SUBSIDIARY GUARANTOR HEREUNDER SHALL BE EFFECTED IN
THE MANNER PROVIDED FOR IN SUBSECTION 10.2 OF THE CREDIT AGREEMENT; PROVIDED
THAT ANY SUCH NOTICE, REQUEST OR DEMAND TO OR UPON ANY SUBSIDIARY GUARANTOR
SHALL BE ADDRESSED TO SUCH SUBSIDIARY GUARANTOR AT ITS NOTICE ADDRESS SET FORTH
ON SCHEDULE 1 HERETO, UNLESS AND UNTIL SUCH SUBSIDIARY GUARANTOR SHALL CHANGE
SUCH ADDRESS BY NOTICE TO THE ADMINISTRATIVE AGENT GIVEN IN ACCORDANCE WITH
SUBSECTION 10.2 OF THE CREDIT AGREEMENT.
6
3.3
NO WAIVER BY COURSE OF CONDUCT; CUMULATIVE REMEDIES.
NEITHER OF
THE ADMINISTRATIVE AGENT NOR ANY LENDER SHALL BY ANY ACT (EXCEPT BY A WRITTEN
INSTRUMENT PURSUANT TO SUBSECTION 3.1), DELAY, INDULGENCE, OMISSION OR OTHERWISE
BE DEEMED TO HAVE WAIVED ANY RIGHT OR REMEDY HEREUNDER OR TO HAVE ACQUIESCED IN
ANY DEFAULT OR EVENT OF DEFAULT.
NO FAILURE TO EXERCISE, NOR ANY DELAY IN
EXERCISING, ON THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER, ANY RIGHT,
POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER THEREOF.
NO SINGLE OR
PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR
PRIVILEGE.
A WAIVER BY THE ADMINISTRATIVE AGENT OR ANY LENDER OF ANY RIGHT OR
REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO ANY
RIGHT OR REMEDY WHICH THE ADMINISTRATIVE AGENT OR SUCH LENDER WOULD OTHERWISE
HAVE ON ANY FUTURE OCCASION.
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE
CUMULATIVE, MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT EXCLUSIVE OF ANY
OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
3.4
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON AND
SHALL INURE TO THE BENEFIT OF THE SUBSIDIARY GUARANTORS, THE ADMINISTRATIVE
AGENT AND THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WHETHER SO
EXPRESSED OR NOT.
3.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY ONE OR MORE OF
THE PARTIES TO THIS AGREEMENT ON ANY NUMBER OF SEPARATE COUNTERPARTS, AND ALL OF
SAID COUNTERPARTS TAKEN TOGETHER SHALL BE DEEMED TO CONSTITUTE ONE AND THE SAME
INSTRUMENT.
3.6
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.
3.7
SECTION HEADINGS.
THE SECTION HEADINGS USED IN THIS AGREEMENT ARE
FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO AFFECT THE CONSTRUCTION HEREOF