AGENT AND A
COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON BEHALF OF THE COLLATERAL AGENT,
AND THEREAFTER SHALL BE BINDING UPON SUCH GRANTOR AND THE COLLATERAL AGENT AND
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE BENEFIT OF SUCH
GRANTOR, THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES AND THEIR RESPECTIVE
PERMITTED SUCCESSORS AND ASSIGNS, EXCEPT THAT NO GRANTOR SHALL HAVE THE RIGHT TO
ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER OR ANY INTEREST HEREIN OR
IN THE COLLATERAL (AND ANY SUCH ASSIGNMENT OR TRANSFER SHALL BE VOID) EXCEPT AS
EXPRESSLY PERMITTED BY EACH OF THE OTHER LOAN DOCUMENTS.
SECTION 8.04.
SUCCESSORS AND ASSIGNS. WHENEVER IN THIS AGREEMENT
ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO
INCLUDE THE PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS,
PROMISES AND AGREEMENTS BY OR ON BEHALF OF ANY GRANTOR OR THE COLLATERAL AGENT
THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF
THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 8.05.
GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8.06.
WAIVERS; AMENDMENT; SEVERAL AGREEMENT. (A)
NO
FAILURE OR DELAY OF THE COLLATERAL 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 COLLATERAL 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 PROVISIONS OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR CONSENT TO ANY DEPARTURE BY ANY GRANTOR 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 GIVEN. NO NOTICE TO OR
DEMAND ON ANY GRANTOR IN ANY CASE
24
SHALL ENTITLE SUCH GRANTOR OR ANY OTHER GRANTOR 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 AN AGREEMENT OR
AGREEMENTS IN WRITING ENTERED INTO AMONG THE BORROWER, THE COLLATERAL AGENT AND
THE GRANTORS WITH RESPECT TO WHICH SUCH WAIVER, AMENDMENT OR MODIFICATION IS TO
APPLY, SUBJECT TO ANY CONSENTS REQUIRED IN ACCORDANCE WITH SECTION 9.08 OF THE
CREDIT AGREEMENT.
(C)
THIS AGREEMENT SHALL BE CONSTRUED AS A
SEPARATE AGREEMENT WITH RESPECT TO EACH GRANTOR AND MAY BE AMENDED, MODIFIED,
SUPPLEMENTED, WAIVED OR RELEASED WITH RESPECT TO ANY GRANTOR WITHOUT THE
APPROVAL OF ANY OTHER GRANTOR AND WITHOUT AFFECTING THE OBLIGATIONS OF ANY OTHER
GRANTOR HEREUNDER.
SECTION