DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH
THE TERMS OF SUCH LETTER OF CREDIT, (III) ANY ACTUAL OR ALLEGED PRESENCE OR
RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE
PARENT, THE BORROWER OR ANY OF THE SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY
RELATED IN ANY WAY TO THE PARENT, THE BORROWER OR ANY OF THE SUBSIDIARIES OR
(IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING
RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, PROVIDED
THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT
THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES ARE
DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE
JUDGMENT TO HAVE RESULTED FROM (A) THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH INDEMNITEE OR ANY OF ITS RELATED PARTIES, (B) ANY CLAIMS OF
SUCH INDEMNITEE AGAINST ANY OTHER INDEMNITEE AND/OR (C) THE BREACH BY SUCH
INDEMNITEE OF ITS OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT.
(C)
ANY AMOUNTS PAYABLE AS PROVIDED HEREUNDER
SHALL BE ADDITIONAL OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY
DOCUMENTS.
THE PROVISIONS OF THIS SECTION SHALL REMAIN OPERATIVE AND IN FULL
FORCE AND EFFECT REGARDLESS OF THE TERMINATION OF THIS SECURITY AGREEMENT OR ANY
OTHER LOAN DOCUMENT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
THE REPAYMENT OF ANY OF THE OBLIGATIONS, THE INVALIDITY OR UNENFORCEABILITY OF
ANY TERM OR PROVISION OF THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
ANY INVESTIGATION MADE BY
13
OR ON BEHALF OF THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY.
ALL
AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE WITHIN TEN DAYS OF WRITTEN
DEMAND THEREFOR AND SHALL BEAR INTEREST AT THE RATE SPECIFIED IN SECTION 3.1 OF
THE CREDIT AGREEMENT.
SECTION 10.
WAIVERS; AMENDMENT
(A)
NO FAILURE OR DELAY OF THE ADMINISTRATIVE
AGENT IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR POWER, OR
ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR POWER,
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT OR POWER.
THE RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT HEREUNDER
AND OF THE OTHER SECURED PARTIES UNDER THE LOAN DOCUMENTS ARE CUMULATIVE AND ARE
NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES THAT THEY WOULD OTHERWISE HAVE.
NO
WAIVER OF ANY PROVISION OF THIS SECURITY AGREEMENT OR CONSENT TO ANY DEPARTURE
BY ANY GRANTOR THEREFROM SHALL IN ANY EVENT BE EFFECTIVE UNLESS THE SAME SHALL
BE PERMITTED BY PARAGRAPH (B) OF THIS SECTION, AND THEN SUCH WAIVER OR CONSENT
SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE PURPOSE FOR WHICH
GIVEN.
NO NOTICE TO OR DEMAND ON ANY GRANTOR IN ANY CASE SHALL ENTITLE SUCH
GRANTOR TO ANY OTHER OR FURTHER NOTICE OR DEMAND