Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Guarantee and the other Loan Documents represent the agreement of each Subsidiary Guarantor with respect to the subject matter hereof, and there are no promises or representations by the Administrative Agent or any Lender relative to the subject matter hereof not reflected herein or in the other Loan Documents. None of the terms or provisions of this Guarantee may be waived, amended or supplemented or otherwise modified except by a written instrument executed by each Subsidiary Guarantor and the Administrative Agent, provided that any provision of this Guarantee may be waived by the Administrative Agent and the Lenders in a letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent. This Guarantee shall be binding upon the successors and assigns of each Subsidiary Guarantor and shall inure to the benefit of the Administrative Agent and the Lenders and their respective successors and assigns. This Guarantee shall be governed by and be construed and interpreted in accordance with the law of the State of New York.
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Security Agreement represents the entire agreement of the Company with respect to the subject matter hereof, except as otherwise set forth in the Credit Agreement, and there are no promises or representations by any Secured Creditor relative to the subject matter hereof not reflected herein or in the other Credit Documents. In the event of a conflict among the Credit Documents, the Credit Agreement shall control. None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Company and the Administrative Agent (with the consent of either (x) the Required Lenders or, to the extent required by subsection 12.1 of the Credit Agreement, the Supermajority Lenders or all of the Lenders, at all times prior to the time on which all Credit Agreement Obligations have been paid in full or (y) the holders of at least a majority of the outstanding Other Obligations at all times after the time on which all Credit Agreement Obligations have been paid in full); PROVIDED, that any change, waiver, modification or variance affecting the rights and benefits of a single Class of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent of the Requisite Creditors of such Class of Secured Creditors. For the purpose of this Agreement, the term "Class" shall mean each class of Secured Creditors, I.E., whether (x) the Agents and the Lenders as holders of the Credit Agreement Obligations or (y) the Other Creditors as the holders of the Other Obligations. For the purpose of this Agreement, the term "Requisite Creditors" of any Class shall mean each of (x) with respect to the Credit Agreement Obligations, the Required Lenders and (y) with respect to the Other Obligations, the holders of at least a majority of all obligations outstanding from time to time under the Interest Rate Agreements; PROVIDED that, subject to the immediately preceding proviso, any provision of this Security Agreement may be waived by the Administrative Agent in a written letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent. This
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Guaranty represents the agreement of the Parent with respect to the subject matter hereof and there are no promises or representations relative to the subject matter hereof not reflected in this Guaranty, the Merger Agreement, the Subordinated Notes or the Security Documents referred to therein. None of the terms or provisions of this Guaranty may be waived, amended or supplemented or otherwise modified except by a written instrument executed by the Parent and the Agent. This Guaranty shall be binding upon the assigns of the Parent and shall inure to the benefit of the Agent and the Noteholders and their respective successors and assigns. This Guaranty may not be assigned by the Parent without the prior written consent of the Agent and the Noteholders. This Guaranty shall be governed by and be construed and interpreted in accordance with the laws of the State of Connecticut. EACH OF THE AGENT, THE NOTEHOLDERS AND THE PARENT HEREBY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS GUARANTY AND ANY COUNTERCLAIM THEREON.
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Pledge Agreement represents the agreement of Hanover Acquisition and the Collateral Trustee with 10 10 respect to the subject matter hereof and there are no promises or representations by the Collateral Trustee or any holder of the Obligations relative to the subject matter hereof not reflected herein, in the Master Debt Agreements or in the Collateral Trust Agreement. None of the terms or provisions of this Pledge Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument in accordance with the provisions of the Collateral Trust Agreement. This Pledge Agreement shall be binding upon the successors and assigns of Hanover Acquisition and shall inure to the benefit of the Collateral Trustee and the holders of the Obligations and their respective successors and assigns. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Security Agreement and the other Loan Documents represent the entire agreement of Grantor with respect to the subject matter hereof and there are no promises or representations by Lender relative to the subject matter hereof not reflected herein or in the other Loan Documents. None of the terms or provisions of this Security Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Grantor and Lender, provided that any provision of this Security Agreement may be waived by Lender in a written letter or agreement executed by Lender or by telex or facsimile transmission from Lender. This Security Agreement shall be binding upon the successors and assigns of Grantor and shall inure to the benefit of Lender and its successors and assigns. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Guaranty represents the entire agreement of each Guarantor with respect to the subject matter hereof and there are no promises or representations by any Noteholder relative to the subject matter hereof not reflected herein or in the Note Purchase Agreement or the Notes. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Guarantor and each of the Noteholders. This Guaranty shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Noteholders and their respective successors and assigns. THIS GUARANTY SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF MICHIGAN.
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Security Agreement represents the entire agreement of the Company with respect to the subject matter hereof and there are no promises or representations by the Administrative Agent or any Lender relative to the subject matter hereof not reflected herein or in the other
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Guarantee represents the entire agreement of the Guarantor with respect to the subject matter hereof, except as otherwise set forth in the Credit Agreement, and there are no promises or representations by any Agent or any Guaranteed Creditor relative to the subject matter hereof not reflected herein or in the -9-
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Agreement represents the entire agreement of the Pledgors with respect to the subject matter hereof, except as otherwise set forth in the Credit Agreement, and there are no promises or representations by any Secured Creditor relative to the subject matter hereof not reflected herein or in the other Credit Documents. In the event of a conflict among the Credit Documents and the Credit Agreement, the Credit Agreement shall control. None of the terms or provisions of this Agreement may be amended, supplemented or otherwise modified except by a 311
Integration; Waivers and Amendments; Successors and Assigns; Governing Law. This Agreement and the other Indenture Documents represent the entire agreement of each Grantor with respect to the subject matter hereof and there are no promises or representations by the Collateral Agent or any Indenture Claimholder relative to the subject matter hereof not reflected herein or in the other Indenture Documents. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Grantor and the Collateral Agent in accordance with the Indenture. This Agreement shall be binding upon the successors and assigns of each Grantor and shall inure to the benefit of the Collateral Agent and the Indenture Claimholders and their respective successors and assigns. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
