SHALL BE FULLY SUBORDINATED TO THE INDEFEASIBLE PAYMENT IN FULL IN
CASH OF THE OBLIGATIONS ON THE TERMS SET FORTH IN SCHEDULE B HERETO.
SECTION 24.
MISCELLANEOUS
(A)
NOTICES.
ALL COMMUNICATIONS AND NOTICES HEREUNDER SHALL (EXCEPT AS
OTHERWISE EXPRESSLY PERMITTED HEREIN) BE IN WRITING AND GIVEN AS PROVIDED IN
SECTION 9.01 OF THE CREDIT AGREEMENT.
ALL COMMUNICATIONS AND NOTICES TO ANY
SUBSIDIARY GUARANTOR SHALL BE GIVEN TO SUCH SUBSIDIARY GUARANTOR IN CARE OF THE
BORROWER.
(B)
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY BY ANY AGENT, ANY ISSUING
BANK OR ANY LENDER IN EXERCISING ANY RIGHT OR POWER HEREUNDER OR UNDER THE
CREDIT AGREEMENT SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY SINGLE OR
PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR ANY ABANDONMENT OR
DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER, PRECLUDE ANY OTHER OR
FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT OR POWER.
THE
RIGHTS AND REMEDIES OF THE AGENTS, THE ISSUING BANKS AND THE LENDERS HEREUNDER
AND UNDER THE CREDIT AGREEMENT 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 LOAN PARTY THEREFROM SHALL
IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL BE PERMITTED BY PARAGRAPH (B) OF
THIS SECTION 4.02, AND THEN SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN
THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH GIVEN.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, THE MAKING OF A LOAN OR ISSUANCE OF A LETTER OF
CREDIT SHALL NOT BE CONSTRUED AS A WAIVER OF ANY DEFAULT, REGARDLESS OF WHETHER
ANY AGENT, ANY LENDER OR ANY ISSUING BANK MAY HAVE HAD NOTICE OR KNOWLEDGE OF
SUCH DEFAULT AT THE TIME.
NO NOTICE OR DEMAND ON ANY LOAN PARTY IN ANY CASE
SHALL ENTITLE ANY LOAN PARTY TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR
OR OTHER CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, AMENDED OR
MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY THE PAYING AGENT AND THE LOAN PARTY OR LOAN PARTIES WITH RESPECT TO WHICH
SUCH WAIVER, AMENDMENT OR MODIFICATION IS TO APPLY, SUBJECT TO ANY CONSENT
REQUIRED IN ACCORDANCE WITH SECTION 9.02 OF THE CREDIT AGREEMENT.
(C)
SUCCESSORS AND ASSIGNS.
WHENEVER IN THIS AGREEMENT ANY PARTY HERETO IS
REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE PERMITTED SUCCESSORS
AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND AGREEMENTS BY OR ON
BEHALF OF ANY GUARANTOR, THE BORROWER OR THE PAYING AGENT THAT ARE CONTAINED IN
THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
(D)
SURVIVAL OF AGREEMENT.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS AND IN THE
CERTIFICATES OR OTHER INSTRUMENTS PREPARED OR DELIVERED IN CONNECTION WITH OR
PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE