OR ENTITLEMENT TO MAKE ANY INQUIRY RESPECTING SUCH AUTHORITY.
ARTICLE VII
MISCELLANEOUS
SECTION 7.1.
AMENDMENTS, WAIVERS AND CONSENTS.
NONE OF THE TERMS, COVENANTS,
AGREEMENTS OR CONDITIONS OF THIS AGREEMENT MAY BE AMENDED, SUPPLEMENTED OR
OTHERWISE MODIFIED, NOR MAY THEY BE WAIVED, NOR MAY ANY CONSENT BE GIVEN, EXCEPT
IN ACCORDANCE WITH SECTION 13.2 OF THE CREDIT AGREEMENT.
SECTION 7.2.
NOTICES.
ALL NOTICES, REQUESTS AND DEMANDS TO OR UPON THE
ADMINISTRATIVE AGENT OR ANY GRANTOR HEREUNDER SHALL BE EFFECTED IN THE MANNER
PROVIDED FOR IN SECTION 13.1 OF THE CREDIT AGREEMENT; PROVIDED THAT NOTICES AND
COMMUNICATIONS TO THE GRANTORS SHALL BE DIRECTED TO THE GRANTORS AT THE ADDRESS
OF THE BORROWER SET FORTH IN SECTION 13.1(B).
18
SECTION 7.3.
NO WAIVER BY COURSE OF CONDUCT, CUMULATIVE REMEDIES.
NEITHER THE
ADMINISTRATIVE AGENT NOR ANY LENDER SHALL BY ANY ACT (EXCEPT BY A WRITTEN
INSTRUMENT PURSUANT TO SECTION 7.1), 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.
NO FAILURE TO EXERCISE, NOR ANY DELAY IN
EXERCISING ON THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER, 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 LENDER OF ANY RIGHT OR
REMEDY HEREUNDER ON ANY ONE OCCASION SHALL NOT BE CONSTRUED AS A BAR TO ANY
RIGHT OR REMEDY WHICH THE ADMINISTRATIVE AGENT OR SUCH LENDER WOULD OTHERWISE
HAVE ON ANY FUTURE OCCASION.
THE RIGHTS AND REMEDIES HEREIN PROVIDED ARE
CUMULATIVE, MAY BE EXERCISED SINGLY OR CONCURRENTLY AND ARE NOT EXCLUSIVE OF ANY
OTHER RIGHTS OR REMEDIES PROVIDED BY LAW.
SECTION 7.4.
ENFORCEMENT EXPENSES, INDEMNIFICATION.
(A)
EACH GRANTOR WILL (I) PAY ALL OUT-OF-POCKET EXPENSES (INCLUDING,
WITHOUT LIMITATION,
ALL COSTS OF ELECTRONIC OR INTERNET DISTRIBUTION OF ANY
INFORMATION HEREUNDER) OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH (A) THE
PREPARATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND EACH OTHER LOAN
DOCUMENT, WHENEVER THE SAME SHALL BE EXECUTED AND DELIVERED, INCLUDING, WITHOUT
LIMITATION, ALL OUT-OF-POCKET SYNDICATION AND DUE DILIGENCE EXPENSES AND
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE AGENT AND
(B) THE PREPARATION, EXECUTION AND DELIVERY OF ANY WAIVER, AMENDMENT OR CONSENT
BY THE ADMINISTRATIVE AGENT OR THE LENDERS RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, INCLUDING, WITHOUT LIMITATION, REASONABLE FEES,
DISBURSEMENTS AND OTHER CHARGES OF COUNSEL FOR THE ADMINISTRATIVE AGENT, (II)
PAY ALL REASONABLE OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT AND EACH
LENDER ACTUALLY INCURRED IN CONNECTION WITH THE ADMINISTRATION AND ENFORCEMENT
OF ANY RIGHTS AND REMEDIES OF THE ADMINISTRATIVE AGENT AND LENDERS UNDER THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY WORKOUT,
RESTRUCTURING, BANKRUPTCY OR OTHER SIMILAR PROCEEDING, CREATING AND PERFECTING
LIENS IN FAVOR OF THE ADMINISTRATIVE AGENT ON BEHALF OF THE LENDERS PURSUANT TO
ANY SECURITY DOCUMENT, ENFORCING ANY