Letter of Credit Facility secured
by the Security Documents.
ARTICLE VII
MISCELLANEOUS
7.1
NOTICES.
ALL SUCH NOTICES AND COMMUNICATIONS HEREUNDER SHALL BE
SENT OR DELIVERED IN ACCORDANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
7.2
WAIVER; AMENDMENT.
NONE OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT MAY BE CHANGED, WAIVED, MODIFIED OR VARIED IN ANY MANNER WHATSOEVER
UNLESS IN WRITING DULY SIGNED BY EACH GUARANTOR AND THE ADMINISTRATIVE AGENT
(WITH THE WRITTEN CONSENT OF THE REQUIRED LENDERS, OR TO THE EXTENT REQUIRED BY
SECTION 11.1 OF THE CREDIT AGREEMENT, ALL THE LENDERS); PROVIDED, HOWEVER, THAT
ANY CHANGE, WAIVER, MODIFICATION OR VARIANCE AFFECTING THE RIGHTS AND BENEFITS
OF A SINGLE CLASS OF SECURED CREDITORS (AND NOT ALL SECURED CREDITORS IN A LIKE
OR SIMILAR MANNER) SHALL REQUIRE THE WRITTEN CONSENT OF THE REQUISITE CREDITORS
OF SUCH AFFECTED CLASS.
FOR THE PURPOSE OF THIS AGREEMENT, THE TERM "CLASS"
SHALL MEAN EACH CLASS OF SECURED CREDITORS, I.E., WHETHER (I) THE BANK CREDITORS
AS HOLDERS OF THE CREDIT AGREEMENT OBLIGATIONS OR (II) THE OTHER CREDITORS AS
THE HOLDERS OF THE OTHER OBLIGATIONS; AND THE TERM "REQUISITE CREDITORS" OF ANY
CLASS SHALL MEAN EACH OF (A) WITH RESPECT TO THE CREDIT AGREEMENT OBLIGATIONS,
THE REQUIRED LENDERS AND (B) WITH RESPECT TO THE OTHER OBLIGATIONS, THE HOLDERS
OF AT LEAST A MAJORITY OF ALL OBLIGATIONS OUTSTANDING FROM TIME TO TIME UNDER
THE INTEREST RATE PROTECTION AGREEMENTS OR OTHER HEDGING AGREEMENTS.
7.3
OBLIGATIONS ABSOLUTE.
THE OBLIGATIONS OF EACH GUARANTOR HEREUNDER
SHALL REMAIN IN FULL FORCE AND EFFECT WITHOUT REGARD TO, AND SHALL NOT BE
IMPAIRED BY, (A) ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION, ARRANGEMENT,
READJUSTMENT, COMPOSITION, LIQUIDATION OR THE LIKE OF SUCH GUARANTOR; (B) ANY
EXERCISE OR NON-EXERCISE, OR ANY WAIVER OF, ANY RIGHT, REMEDY, POWER OR
PRIVILEGE UNDER OR IN RESPECT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY
INTEREST RATE PROTECTION OR OTHER HEDGING AGREEMENT EXCEPT AS SPECIFICALLY SET
FORTH IN A WAIVER GRANTED PURSUANT TO SECTION 7.2 HEREOF; OR (C) ANY AMENDMENT
TO OR MODIFICATION OF ANY LOAN DOCUMENT OR ANY INTEREST RATE PROTECTION OR OTHER
HEDGING AGREEMENT OR ANY SECURITY FOR ANY OF THE OBLIGATIONS; WHETHER OR NOT
SUCH GUARANTOR SHALL HAVE NOTICE OR KNOWLEDGE OF ANY OF THE FOREGOING.
7.4
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON THE
PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND SHALL INURE TO
THE BENEFIT OF THE ADMINISTRATIVE AGENT, EACH SECURED CREDITOR AND EACH
GUARANTOR AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, PROVIDED THAT NO
GUARANTOR MAY TRANSFER OR ASSIGN ANY OR ALL OF ITS RIGHTS OR OBLIGATIONS
HEREUNDER WITHOUT THE WRITTEN CONSENT OF THE REQUIRED SECURED CREDITORS.
ALL
AGREEMENTS, STATEMENTS, REPRESENTATIONS AND WARRANTIES MADE BY EACH GUARANTOR
HEREIN OR IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SUCH GUARANTOR OR
ON ITS BEHALF UNDER THIS AGREEMENT SHALL BE CONSIDERED TO HAVE BEEN RELIED UPON
BY THE SECURED CREDITORS AND SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND THE INTEREST RATE PROTECTION OR OTHER
HEDGING AGREEMENTS REGARDLESS OF ANY