any of its rights and obligations under this Agreement; or (x) release
the Guarantor from its Obligations under the Guaranty; provided further that no
such amendment, modification, termination or waiver of any provision of the Loan
Documents, or consent to any departure by any Credit Party therefrom, shall:
(1) increase the Commitments of any Lender over the amount thereof then in
effect without the consent of such Lender; or (2) amend, modify, terminate or
waive any provision of this Agreement as the same applies to the rights or
obligations of any Agent, in each case without the consent of such Agent.
The
Administrative Agent may, but shall have no obligation to, with the concurrence
of any Lender, execute amendments, modifications, waivers or consents on behalf
of such Lender.
Any waiver or consent shall be effective only in the specific
instance and for the specific purpose for which it was given.
No notice to or
demand on any Credit Party in any case shall entitle such Credit Party to any
other or further notice or demand in similar or other circumstances.
9.7
Independence of Covenants.
All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.
9.8
Notices.
A.
GENERALLY.
UNLESS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, ALL NOTICES OR OTHER COMMUNICATIONS PROVIDED FOR HEREUNDER
BETWEEN THE CREDIT PARTIES AND ANY OTHER PERSON PARTY HERETO SHALL BE IN WRITING
(INCLUDING FACSIMILE OR ELECTRONIC MAIL) AND MAILED, SENT BY OVERNIGHT COURIER,
TELECOPIED, E-MAILED, OR DELIVERED TO, IN THE CASE OF EACH SIGNATORY TO THIS
AGREEMENT, AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HERETO, OR, AS TO
EACH PARTY, AT SUCH OTHER ADDRESS OR TO SUCH OTHER PERSON AS SHALL BE DESIGNATED
BY SUCH PARTY IN A WRITTEN NOTICE TO ALL OTHER PARTIES.
ANY NOTICE, REQUEST OR
DEMAND TO OR UPON THE BORROWER OR ANY OTHER PERSON PARTY HERETO SHALL NOT BE
EFFECTIVE UNTIL RECEIVED.
B.
INTRALINKS.
(I)
THE CREDIT PARTIES HEREBY AGREE THAT
THEY WILL PROVIDE TO THE ADMINISTRATIVE AGENT ALL INFORMATION, DOCUMENTS AND
OTHER MATERIALS THAT THEY ARE OBLIGATED TO FURNISH TO THE ADMINISTRATIVE AGENT
PURSUANT TO THE LOAN DOCUMENTS, INCLUDING ALL NOTICES, REQUESTS, FINANCIAL
STATEMENTS, FINANCIAL AND OTHER REPORTS, CERTIFICATES AND OTHER INFORMATION
MATERIALS, BUT EXCLUDING ANY SUCH COMMUNICATION THAT (I) RELATES TO A REQUEST
FOR A NEW, OR A CONVERSION OF AN EXISTING, BORROWING OR OTHER CREDIT EXTENSION
(INCLUDING ANY ELECTION OF AN INTEREST RATE OR INTEREST PERIOD RELATING
THERETO), (II) RELATES TO THE PAYMENT OF ANY PRINCIPAL OR OTHER AMOUNT DUE UNDER
THIS AGREEMENT PRIOR TO THE SCHEDULED DATE THEREFOR, (III) PROVIDES NOTICE
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OF ANY POTENTIAL DEFAULT OR EVENT OF DEFAULT OR (IV) IS REQUIRED TO BE DELIVERED
TO