EFFECTIVE TO AMEND,
MODIFY OR DISCHARGE ANY PROVISION OF THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
OR TO CONSTITUTE A WAIVER OF ANY DEFAULT OR EVENT OF DEFAULT.
NO NOTICE TO OR
DEMAND UPON ANY CREDIT PARTY IN ANY CASE SHALL ENTITLE ANY CREDIT PARTY TO ANY
OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES OR
CONSTITUTE A WAIVER OF THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO
EXERCISE ANY RIGHT OR REMEDY OR TAKE ANY OTHER OR FURTHER ACTION IN ANY
CIRCUMSTANCES WITHOUT NOTICE OR DEMAND.
11.9
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE
BINDING UPON, INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE RESPECTIVE
SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO, AND ALL REFERENCES HEREIN TO ANY
PARTY SHALL BE DEEMED TO INCLUDE ITS SUCCESSORS AND ASSIGNS; PROVIDED, HOWEVER,
THAT (I) NEITHER THE PARENT, THE COMPANY NOR ANY OTHER BORROWER SHALL SELL,
ASSIGN OR TRANSFER ANY OF ITS RIGHTS, INTERESTS, DUTIES OR OBLIGATIONS UNDER
THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF ALL OF THE LENDERS AND
(II) ASSIGNEES AND PARTICIPANTS SHALL HAVE SUCH RIGHTS AND OBLIGATIONS WITH
RESPECT TO THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AS ARE PROVIDED FOR
UNDER AND PURSUANT TO THE PROVISIONS OF SECTION 11.7.
11.10
SURVIVAL.
ALL REPRESENTATIONS, WARRANTIES AND
AGREEMENTS MADE BY OR ON BEHALF OF THE BORROWERS OR ANY OTHER CREDIT PARTY IN
THIS AGREEMENT AND IN THE OTHER CREDIT DOCUMENTS SHALL SURVIVE THE EXECUTION AND
DELIVERY HEREOF OR THEREOF, THE MAKING AND REPAYMENT OF THE LOANS AND THE
ISSUANCE AND REPAYMENT OF THE LETTERS OF CREDIT.
IN ADDITION, NOTWITHSTANDING
ANYTHING HEREIN OR UNDER APPLICABLE LAW TO THE CONTRARY, THE PROVISIONS OF THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS RELATING TO INDEMNIFICATION OR PAYMENT
OF COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF
SECTIONS 2.16(A), 2.16(B), 2.17, 2.18, 10.7, 11.1 AND 11.2, SHALL SURVIVE THE
PAYMENT IN FULL OF ALL LOANS AND LETTERS OF CREDIT, THE TERMINATION OF THE
COMMITMENTS AND ALL LETTERS OF CREDIT, AND ANY TERMINATION OF THIS AGREEMENT OR
ANY OF THE OTHER CREDIT DOCUMENTS.
WITHOUT LIMITING THE FOREGOING, NO PAYMENT
BY ANY BORROWER UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY VOLUNTARY
OR MANDATORY PREPAYMENT OF THE LOANS, SHALL AFFECT THE OBLIGATION OF ANY
APPLICABLE CREDIT PARTY TO CONTINUE MAKING PAYMENTS UNDER ANY HEDGE AGREEMENT
WITH ANY HEDGE PARTY, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT
NOTWITHSTANDING SUCH PREPAYMENT, SUBJECT TO THE TERMS OF SUCH HEDGE AGREEMENT.
121
11.11
SEVERABILITY.
TO THE EXTENT ANY PROVISION OF THIS
AGREEMENT IS PROHIBITED BY OR INVALID UNDER THE APPLICABLE LAW OF ANY
JURISDICTION, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH
PROHIBITION OR INVALIDITY AND ONLY IN SUCH JURISDICTION, WITHOUT PROHIBITING OR
INVALIDATING SUCH PROVISION IN ANY OTHER JURISDICTION OR THE REMAINING
PROVISIONS OF THIS AGREEMENT IN ANY JURISDICTION.
11.12
CONSTRUCTION.
THE HEADINGS OF THE VARIOUS ARTICLES,
SECTIONS AND SUBSECTIONS OF THIS AGREEMENT AND THE TABLE OF CONTENTS HAVE BEEN
INSERTED FOR CONVENIENCE ONLY AND SHALL NOT