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      12.7 Time. Time is of the essence under this Agreement. If the last day
permitted for the giving of any notice or the performance of any act required or
permitted under this Agreement falls on a day which is not a Business Day, the
time for the giving of such notice or the performance of such act will be
extended to the next succeeding Business Day.

      12.8 Late Payments. If either Party fails to pay the other any amounts
when due under this Agreement, the amounts due will bear interest from the due
date to the date of payment at the rate per annum publicly announced from time
to time by The Bank of New York as its prime rate (the "Prime Rate") plus 2%,
adjusted as and when changes in the Prime Rate are made.

      12.9 Counterparts. This Agreement may be executed in counterparts, each of
which will be deemed an original.

      12.10 Entire Agreement. This Agreement (including the Transaction
Documents and the Schedules and Exhibits referred to in this Agreement, which
are incorporated in and constitute a part of this Agreement) contains the entire
agreement of the Parties with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings with respect
to such subject matter. This Agreement may not be amended or modified except by
a writing signed by all of the parties hereto.

      12.11 Severability. Any term or provision of this Agreement which is
invalid or unenforceable will be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining rights
of the Person intended to be benefitted by such provision or any other
provisions of this Agreement.

      12.12 Construction. This Agreement has been negotiated by the Parties and
their respective legal counsel, and legal or other equitable principles that
might require the construction of this Agreement or any provision of this
Agreement against the Party drafting this Agreement will not apply in any
construction or interpretation of this Agreement.

      12.13 Expenses. Except as otherwise expressly provided in this Agreement,
each Party will pay all of its expenses, including attorneys' and accountants'
fees, in connection with the negotiation of this Agreement, the performance of
its obligations and the consummation of the transactions contemplated by this

      12.14 Risk of Loss. The risk of any loss or damage to the IP-I Assets or
RMG Assets resulting from fire, theft or other casualty (except reasonable wear
and tear) will be borne by IP-I or RMG respectively, at all times prior to the
Closing Time. In the event of any such loss or damage after December 31, 1998,
IP-I or RMG as appropriate, will immediately notify the other in writing of that
fact. All insurance proceeds paid or payable as a result of the occurrence of
the event resulting in such loss or damage will be delivered by the Party
transferring such Assets to the other Party, or the rights thereto will be
assigned if not yet paid over by the insurer to the Party transferring such
Assets. The obligations under this Section 12.14 to pay or assign