IMPOSE ANY DUTY UPON THE ADMINISTRATIVE AGENT OR ANY LENDER TO EXERCISE ANY
SUCH POWERS.
THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL BE ACCOUNTABLE ONLY
FOR AMOUNTS THAT THEY ACTUALLY RECEIVE AS A RESULT OF THE EXERCISE OF SUCH
POWERS, AND NEITHER THEY NOR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT
HEREUNDER.
7.3
AUTHORITY OF ADMINISTRATIVE AGENT.
EACH
GRANTOR ACKNOWLEDGES THAT THE RIGHTS AND RESPONSIBILITIES OF THE ADMINISTRATIVE
AGENT UNDER THIS AGREEMENT WITH RESPECT TO ANY ACTION TAKEN BY THE
ADMINISTRATIVE AGENT OR THE EXERCISE OR NON-EXERCISE BY THE ADMINISTRATIVE AGENT
OF ANY OPTION, VOTING RIGHT, REQUEST, JUDGMENT OR OTHER RIGHT OR REMEDY PROVIDED
FOR HEREIN OR RESULTING OR ARISING OUT OF THIS AGREEMENT SHALL, AS BETWEEN THE
ADMINISTRATIVE AGENT AND THE LENDERS, BE GOVERNED BY THE CREDIT AGREEMENT AND BY
SUCH OTHER AGREEMENTS WITH RESPECT THERETO AS MAY EXIST FROM TIME TO TIME AMONG
THEM, BUT, AS BETWEEN THE ADMINISTRATIVE AGENT AND THE GRANTORS, THE
ADMINISTRATIVE AGENT SHALL BE CONCLUSIVELY PRESUMED TO BE ACTING AS AGENT FOR
THE LENDERS WITH FULL AND VALID AUTHORITY SO TO ACT OR REFRAIN FROM ACTING, AND
NO GRANTOR SHALL BE UNDER ANY OBLIGATION, OR ENTITLEMENT, TO MAKE ANY INQUIRY
RESPECTING SUCH AUTHORITY.
SECTION 8
MISCELLANEOUS.
8.1
AMENDMENTS IN WRITING.
NONE OF THE TERMS OR
PROVISIONS OF THIS AGREEMENT MAY BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE
MODIFIED EXCEPT (I) FOR AMENDMENTS, SUPPLEMENTS OR MODIFICATIONS TO THE
SCHEDULES HERETO AS EXPRESSLY CONTEMPLATED HEREIN OR IN CONNECTION WITH A
JOINDER AGREEMENT IN ACCORDANCE WITH SECTION 8.16 OR (II) IN ACCORDANCE WITH
SECTION 15.1 OF THE CREDIT AGREEMENT.
8.2
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS
TO OR UPON THE ADMINISTRATIVE AGENT OR ANY GRANTOR HEREUNDER SHALL BE ADDRESSED
TO THE COMPANY AND EFFECTED IN THE MANNER PROVIDED FOR IN SECTION 15.3 OF THE
CREDIT AGREEMENT AND EACH GRANTOR HEREBY APPOINTS THE COMPANY AS ITS AGENT TO
RECEIVE NOTICES HEREUNDER.
8.3
INDEMNIFICATION BY GRANTORS.
THE GRANTORS,
JOINTLY AND SEVERALLY, HEREBY AGREE TO INDEMNIFY, EXONERATE AND HOLD THE
ADMINISTRATIVE AGENT AND EACH LENDER (EACH A "LENDER PARTY" AND COLLECTIVELY THE
"LENDER PARTIES") FREE AND HARMLESS FROM AND AGAINST ANY AND ALL INDEMNIFIED
LIABILITIES, INCURRED BY THE LENDER PARTIES OR ANY OF THEM AS A RESULT OF, OR
ARISING OUT OF, OR RELATING TO (A) ANY TENDER OFFER, MERGER, PURCHASE OF EQUITY
INTERESTS, PURCHASE OF ASSETS (INCLUDING THE RELATED TRANSACTIONS) OR OTHER
SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE,
HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR
DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY ANY
GRANTOR, (C) ANY VIOLATION OF ANY ENVIRONMENTAL LAWS WITH RESPECT TO CONDITIONS
AT ANY PROPERTY OWNED OR LEASED BY ANY GRANTOR OR THE OPERATIONS CONDUCTED
THEREON, (D) THE INVESTIGATION, CLEANUP OR
25
REMEDIATION OF OFFSITE LOCATIONS AT WHICH ANY LOAN PARTY OR THEIR RESPECTIVE
PREDECESSORS