Common use of Integration; Waivers and Amendments; Successors and Assigns; Governing Law Clause in Contracts

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 Security Agreement represents the entire agreement of the Company each Assignor 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 Company, each Assignor, 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, that 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. ThisThis Security Agreement shall be binding upon the successors and assigns of each Assignor and shall inure to the benefit of the Administrative Agent, the other Agents and the Lenders and their respective successors and assigns. Subject to the representation set forth in subsection 4(j) hereof, the inclusion of copyrights, trademarks, patents or licenses thereto on Schedules I, II and III to the Company Security Agreement and the Subsidiary Security Agreement and Schedule 6.16 to the Credit Agreement shall not constitute a representation by the Company or any of its Subsidiaries that any such particular copyright, trademark, patent or license thereto is material. 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 Security Agreement Guarantee represents the entire agreement of the Company each 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 Secured Agent or any Guaranteed 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 DocumentsDocuments and the Credit Agreement, the Credit Agreement shall control. None of the terms or provisions of this Security Agreement Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Company each Guarantor and the Administrative Agent (in each case with the consent of either (x) the Required Lenders or, to the extent consents 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, 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 Guarantee may be waived by the Administrative Agent Agents and the Guaranteed Creditors in a written letter or agreement executed by the Administrative Agent or by telex or facsimile transmission from the Administrative Agent (in each case with the consents required by subsection 12.1 of the Credit Agreement) and (y) any Subsidiary of the Company that is required to become a Guarantor may execute a counterpart of this Guarantee after the date hereof in accordance with the requirements of the Credit Agreement and upon such execution (and without any consent or action by any other Guarantor), such Subsidiary shall automatically become a Guarantor hereunder by executing a counterpart hereof and delivering same to the Administrative Agent.. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the Agents and the Guaranteed Creditors and their respective 276 successors and assigns. ThisTHIS GUARANTEE SHALL BE GOVERNED BY, AND BE 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 represents the entire agreement of the Company with respect to the subject matter hereof, hereof except as otherwise set forth in the Credit Agreement, 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 provided that, subject to the immediately preceding provisoprovision, 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. ThisThis Agreement shall be binding upon the successors and assigns of the Company and shall inure to the benefit of the Secured Creditors 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. 339