BE WAIVED, AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED EXCEPT 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
ENFORCEMENT EXPENSES.
(A) EACH GRANTOR AGREES, ON A JOINT AND
SEVERAL BASIS, TO PAY OR REIMBURSE ON DEMAND EACH LENDER AND THE ADMINISTRATIVE
AGENT FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING ATTORNEY
COSTS) INCURRED IN COLLECTING AGAINST ANY GUARANTOR UNDER THE GUARANTY CONTAINED
IN SECTION 2 OR OTHERWISE ENFORCING OR PRESERVING ANY RIGHTS UNDER THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(B)
EACH GRANTOR AGREES TO PAY, AND TO SAVE THE ADMINISTRATIVE AGENT
AND THE LENDERS HARMLESS FROM, ANY AND ALL LIABILITIES WITH RESPECT TO, OR
RESULTING FROM ANY DELAY IN PAYING, ANY AND ALL STAMP, EXCISE, SALES OR OTHER
TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF
THE COLLATERAL OR IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
(C)
THE AGREEMENTS IN THIS SECTION 8.4 SHALL SURVIVE REPAYMENT OF ALL
(AND SHALL BE) SECURED OBLIGATIONS (AND TERMINATION OF ALL COMMITMENTS UNDER THE
CREDIT AGREEMENT), ANY FORECLOSURE UNDER, OR ANY MODIFICATION, RELEASE OR
DISCHARGE OF, ANY OR ALL OF THE COLLATERAL DOCUMENTS AND TERMINATION OF THIS
AGREEMENT.
8.4
CAPTIONS.
SECTION CAPTIONS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
8.5
NATURE OF REMEDIES.
ALL SECURED OBLIGATIONS OF EACH GRANTOR AND
RIGHTS OF THE ADMINISTRATIVE AGENT AND THE LENDERS EXPRESSED HEREIN OR IN ANY
OTHER LOAN DOCUMENT
11
SHALL BE IN ADDITION TO AND NOT IN LIMITATION OF THOSE PROVIDED BY APPLICABLE
LAW.
NO FAILURE TO EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF THE
ADMINISTRATIVE AGENT OR ANY LENDER, ANY RIGHT, REMEDY, POWER OR PRIVILEGE
HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL
EXERCISE OF ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER
OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR
PRIVILEGE.
8.6
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS AND
EACH SUCH COUNTERPART SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
RECEIPT
BY TELECOPY OF ANY EXECUTED SIGNATURE PAGE TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL CONSTITUTE EFFECTIVE DELIVERY OF SUCH SIGNATURE PAGE.
8.7
SEVERABILITY.
THE ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER SHALL NOT IN
ANY WAY AFFECT OR IMPAIR THE LEGALITY OR ENFORCEABILITY OF THE REMAINING
PROVISIONS OF THIS AGREEMENT OR ANY INSTRUMENT OR AGREEMENT REQUIRED HEREUNDER.
8.8
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE OTHER