Investor shall cause its Equity Commitment to be
supported at all times by Acceptable Credit Support.
ARTICLE 7.
MISCELLANEOUS
7.1 Successions or Assignments.
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(a) This Agreement shall inure to the benefit of the Collateral Agent, the
Secured Parties and their respective successors and permitted assigns.
(b) This Agreement is binding upon the Equity Investor and the Borrower and
their respective successors and permitted assigns. Neither the Equity Investor
nor the Borrower may assign any of their respective rights and obligations
hereunder without the prior written consent of the Required Lenders (and any
purported assignment in violation of this Section shall be void), except as
provided in Section 2.1(g).
(c) This Agreement shall inure to the benefit of the Equity Investor and its
successors and permitted assigns.
7.2 Waivers.
(a) No delay or omission on the part of the Collateral Agent or any Secured
Party in exercising any of their rights (including those hereunder) and no
partial or single exercise thereof and no action or non-action by the Collateral
Agent or any Secured Party, with or without notice to the Equity Investor or
anyone else, shall constitute a waiver of any rights or shall affect or impair
this Agreement.
(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COLLATERAL AGENT, THE
BORROWER, AND THE EQUITY INVESTOR HEREBY KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
THIS AGREEMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR
ACTIONS OF THE COLLATERAL AGENT, THE OTHER SECURED PARTIES, THE BORROWER, OR THE
EQUITY INVESTOR. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL
INDUCEMENT FOR THE PARTIES HERETO AND THE SECURED PARTIES TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE.
7.3 Interpretation. The section headings in this Agreement are for the
convenience of reference only and shall not affect the meaning or construction
of any provision hereof.
7.4 Remedies Cumulative. Each and every right and remedy of the Collateral Agent
and the Secured Parties hereunder shall be cumulative and shall be in addition
to any other right or remedy given hereunder or under the Credit Agreement or
any other Loan Document, or now or hereafter existing at law or in equity.
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7.5 Severability. Any provision of this Agreement that may be determined by
competent authority to be 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