RIGHTS OR
OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN (AND ANY SUCH ATTEMPTED ASSIGNMENT
SHALL BE VOID).
IF ALL OF THE CAPITAL STOCK OF A SUBSIDIARY GUARANTOR IS SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO A TRANSACTION PERMITTED BY
SECTION 6.06 OF THE CREDIT AGREEMENT, SUCH SUBSIDIARY GUARANTOR SHALL BE
RELEASED FROM ITS OBLIGATIONS UNDER THIS AGREEMENT WITHOUT FURTHER ACTION.
THIS
AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT WITH RESPECT TO EACH
SUBSIDIARY 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.
12.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR
DELAY OF THE ADMINISTRATIVE AGENT IN EXERCISING ANY POWER OR RIGHT HEREUNDER
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
ADMINISTRATIVE AGENT HEREUNDER AND OF THE OTHER SECURED PARTIES UNDER THE OTHER
LOAN DOCUMENTS 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 PARAGRAPH (B) BELOW, AND THEN
SUCH WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE PURPOSE FOR WHICH
5
given.
No notice or demand on any Guarantor in any case shall entitle such
Guarantor 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 A WRITTEN AGREEMENT
ENTERED INTO BETWEEN THE GUARANTORS WITH RESPECT TO WHICH SUCH WAIVER, AMENDMENT
OR MODIFICATION RELATES AND THE ADMINISTRATIVE AGENT, WITH THE PRIOR WRITTEN
CONSENT OF THE REQUIRED LENDERS (EXCEPT AS OTHERWISE PROVIDED IN THE CREDIT
AGREEMENT).
13.
GOVERNING LAW.
THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.
14.
NOTICES.
ALL COMMUNICATIONS AND NOTICES
HEREUNDER SHALL BE IN WRITING AND GIVEN AS PROVIDED IN SECTION 10.01 OF THE
CREDIT AGREEMENT.
ALL COMMUNICATIONS AND NOTICES HEREUNDER TO EACH SUBSIDIARY
GUARANTOR SHALL BE GIVEN TO IT AT ITS ADDRESS SET FORTH IN SCHEDULE I.
15.
SURVIVAL OF AGREEMENT; SEVERABILITY.
(A)
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY THE
GUARANTORS HEREIN 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 CONSIDERED TO HAVE BEEN RELIED UPON BY THE ADMINISTRATIVE
AGENT AND THE OTHER SECURED PARTIES AND SHALL SURVIVE THE MAKING BY THE LENDERS
OF THE LOANS AND THE ISSUANCE OF THE LETTERS OF CREDIT BY THE ISSUING BANK
REGARDLESS OF ANY INVESTIGATION MADE