of the
Companies to the Administrative Agent and the Lenders, do any one or more of the
following in accordance with the terms of the Credit Agreement: (i) change the
manner, place or terms of payment, or extend the time of payment, renew or alter
the Senior Debt or otherwise amend or supplement the Senior Debt or the Loan
Documents; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing the Senior Debt; (iii) release any
Person liable in any manner for the payment or collection of the Senior Debt;
and (iv) exercise or refrain from exercising any rights against any of the
Companies and any other Person.
46. ADDITIONAL SUBSIDIARIES. THE COMPANIES COVENANT AND AGREE THAT THEY SHALL
CAUSE SUBSIDIARIES CREATED OR ACQUIRED AFTER THE DATE OF THIS AGREEMENT, AND ANY
OTHER SUBSIDIARIES REQUIRED TO JOIN THIS AGREEMENT PURSUANT TO SECTION 8.2.9
[SUBSIDIARIES, PARTNERSHIPS AND JOINT VENTURES] OR OTHERWISE UNDER THE CREDIT
AGREEMENT, TO EXECUTE A GUARANTOR JOINDER IN SUBSTANTIALLY THE FORM OF
EXHIBIT 1.1(G)(1) TO THE CREDIT AGREEMENT, WHEREBY SUCH SUBSIDIARY JOINS THIS
AGREEMENT AND SUBORDINATES ALL INDEBTEDNESS OWED TO ANY SUCH SUBSIDIARY BY ANY
OF THE COMPANIES OR OTHER SUBSIDIARIES HEREAFTER CREATED OR ACQUIRED TO THE
SENIOR DEBT.
47. CONTINUING FORCE AND EFFECT. THIS AGREEMENT SHALL CONTINUE IN FORCE FOR SO
LONG AS ANY PORTION OF THE SENIOR DEBT REMAINS UNPAID AND ANY COMMITMENTS OR
LETTERS OF CREDIT UNDER THE CREDIT AGREEMENT REMAIN OUTSTANDING, IT BEING
CONTEMPLATED THAT THIS AGREEMENT BE OF A CONTINUING NATURE.
7
48. MODIFICATION, AMENDMENTS OR WAIVERS. ANY AND ALL AGREEMENTS AMENDING OR
CHANGING ANY PROVISION OF THIS AGREEMENT OR THE RIGHTS OF THE ADMINISTRATIVE
AGENT OR THE LENDERS HEREUNDER, AND ANY AND ALL WAIVERS OR CONSENTS TO EVENTS OF
DEFAULT OR OTHER DEPARTURES FROM THE DUE PERFORMANCE OF THE COMPANIES HEREUNDER,
SHALL BE MADE ONLY BY WRITTEN AGREEMENT, WAIVER OR CONSENT SIGNED BY THE
ADMINISTRATIVE AGENT, ACTING ON BEHALF OF ALL THE LENDERS, WITH THE WRITTEN
CONSENT OF THE REQUIRED LENDERS, ANY SUCH AGREEMENT, WAIVER OR CONSENT MADE WITH
SUCH WRITTEN CONSENT BEING EFFECTIVE TO BIND ALL THE LENDERS.
49. EXPENSES. THE COMPANIES UNCONDITIONALLY AND JOINTLY AND SEVERALLY AGREE UPON
DEMAND TO PAY TO THE ADMINISTRATIVE AGENT AND THE LENDERS THE AMOUNT OF ANY AND
ALL OUT-OF-POCKET COSTS, EXPENSES AND DISBURSEMENTS, INCLUDING FEES AND EXPENSES
OF COUNSEL (INCLUDING ALLOCATED COSTS OF STAFF COUNSEL) FOR WHICH REIMBURSEMENT
IS CUSTOMARILY OBTAINED, WHICH THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS
MAY INCUR IN CONNECTION WITH (A) THE ADMINISTRATION OF THIS AGREEMENT, (B) THE
EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF THE ADMINISTRATIVE AGENT OR THE
LENDERS HEREUNDER, OR (C) THE FAILURE BY THE COMPANIES TO PERFORM OR OBSERVE ANY
OF THE PROVISIONS HEREOF.
50. SEVERABILITY. THE PROVISIONS OF THIS AGREEMENT ARE INTENDED TO BE SEVERABLE.
IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD INVALID OR UNENFORCEABLE IN
WHOLE OR IN PART IN ANY JURISDICTION, SUCH PROVISION SHALL, AS TO SUCH
JURISDICTION, BE INEFFECTIVE TO THE