TAKE SUCH OTHER ACTIONS, AS MAY BE
NECESSARY OR APPROPRIATE IN CONNECTION WITH THE ASSIGNMENT TO SUCH SUCCESSOR
ADMINISTRATIVE AGENT OF THE SECURITY INTERESTS CREATED HEREUNDER, WHEREUPON SUCH
RETIRING OR REMOVED ADMINISTRATIVE AGENT SHALL BE DISCHARGED FROM ITS DUTIES AND
OBLIGATIONS UNDER THIS SECURITY AGREEMENT.
AFTER ANY RETIRING OR REMOVED
ADMINISTRATIVE AGENT'S RESIGNATION OR REMOVAL HEREUNDER AS ADMINISTRATIVE AGENT,
THE PROVISIONS OF THIS SECURITY AGREEMENT SHALL INURE TO ITS BENEFIT AS TO ANY
ACTIONS TAKEN OR OMITTED TO BE TAKEN BY IT UNDER THIS SECURITY AGREEMENT WHILE
IT WAS ADMINISTRATIVE AGENT HEREUNDER.
(C)
THE ADMINISTRATIVE AGENT SHALL NOT BE
DEEMED TO HAVE ANY DUTY WHATSOEVER WITH RESPECT TO ANY SECURED PARTY THAT IS A
COUNTERPARTY TO A HEDGE AGREEMENT THE OBLIGATIONS UNDER WHICH CONSTITUTE
OBLIGATIONS, UNTIL IT SHALL HAVE RECEIVED WRITTEN NOTICE IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT FROM A GRANTOR OR ANY SUCH SECURED
PARTY AS TO THE EXISTENCE AND TERMS OF THE APPLICABLE HEDGE AGREEMENT.
8.
MISCELLANEOUS.
8.1.
AMENDMENTS IN WRITING.
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 AFFECTED
GRANTOR AND THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 13.1 OF THE
CREDIT AGREEMENT.
8.2.
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS
PURSUANT HERETO SHALL BE MADE IN ACCORDANCE WITH SECTION 13.2 OF THE CREDIT
AGREEMENT.
ALL COMMUNICATIONS AND NOTICES HEREUNDER TO ANY SUBSIDIARY GRANTOR
SHALL BE GIVEN TO IT IN CARE OF THE BORROWER AT THE BORROWER'S ADDRESS SET FORTH
IN SECTION 13.2 OF THE CREDIT AGREEMENT.
8.3.
NO WAIVER BY COURSE OF CONDUCT; CUMULATIVE
REMEDIES.
NEITHER THE ADMINISTRATIVE AGENT NOR ANY SECURED PARTY SHALL BY ANY
ACT (EXCEPT BY A WRITTEN INSTRUMENT PURSUANT TO SUBSECTION 8.1 HEREOF), DELAY,
INDULGENCE, OMISSION OR OTHERWISE BE DEEMED TO HAVE WAIVED ANY RIGHT OR REMEDY
HEREUNDER OR TO HAVE ACQUIESCED IN ANY DEFAULT OR EVENT OF DEFAULT OR IN ANY
BREACH OF ANY OF THE TERMS AND CONDITIONS HEREOF.
NO FAILURE TO EXERCISE, NOR
ANY DELAY IN EXERCISING, ON THE PART OF THE ADMINISTRATIVE AGENT OR ANY OTHER
SECURED PARTY, ANY RIGHT, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF.
NO SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE
HEREUNDER SHALL PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE
OF ANY OTHER RIGHT, POWER OR PRIVILEGE.
A WAIVER BY THE ADMINISTRATIVE AGENT OR
ANY OTHER SECURED PARTY OF ANY RIGHT OR REMEDY HEREUNDER ON ANY ONE OCCASION
SHALL NOT BE CONSTRUED AS A BAR TO ANY RIGHT OR REMEDY THAT THE ADMINISTRATIVE
AGENT OR SUCH OTHER SECURED PARTY WOULD OTHERWISE HAVE ON ANY FUTURE OCCASION.
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE, MAY
BE EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT EXCLUSIVE OF ANY OTHER RIGHTS OR
REMEDIES PROVIDED BY LAW.
20
8.4.
ENFORCEMENT EXPENSES; INDEMNIFICATION.
(A)
EACH GRANTOR AGREES TO PAY ANY AND ALL EXPENSES (INCLUDING ALL REASONABLE FEES
AND DISBURSEMENTS OF COUNSEL) THAT MAY BE PAID OR INCURRED