ADMINISTRATIVE AGENT HEREUNDER AS MAY THEN BE IN THE ADMINISTRATIVE AGENT'S
POSSESSION, SUBJECT TO
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THE RIGHTS OF THIRD PARTIES. UNTIL SUCH TIME, HOWEVER, THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND PERMITTED ASSIGNS.
132. NO FAILURE OR DELAY ON THE PART OF THE ADMINISTRATIVE AGENT IN EXERCISING
ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF OR OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE OF THE ADMINISTRATIVE
AGENT HEREUNDER; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT,
REMEDY, POWER OR PRIVILEGE PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE. NO WAIVER OF A SINGLE
EVENT OF DEFAULT SHALL BE DEEMED A WAIVER OF A SUBSEQUENT EVENT OF DEFAULT. ALL
WAIVERS UNDER THIS AGREEMENT MUST BE IN WRITING. THE RIGHTS AND REMEDIES OF THE
ADMINISTRATIVE AGENT UNDER THIS AGREEMENT ARE CUMULATIVE AND IN ADDITION TO ANY
RIGHTS OR REMEDIES WHICH IT MAY OTHERWISE HAVE, AND THE ADMINISTRATIVE AGENT MAY
ENFORCE ANY ONE OR MORE REMEDIES HEREUNDER SUCCESSIVELY OR CONCURRENTLY AT ITS
OPTION.
133. ALL NOTICES, STATEMENTS, REQUESTS AND DEMANDS GIVEN TO OR MADE UPON EITHER
PARTY HERETO IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT SHALL BE GIVEN
OR MADE AS PROVIDED IN SECTION 11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC
COMMUNICATION] OF THE CREDIT AGREEMENT.
134. EACH DEBTOR AGREES THAT AS OF THE DATE HEREOF, ALL INFORMATION CONTAINED ON
THE SECURITY INTEREST DATA SUMMARY ATTACHED HERETO AS SCHEDULE A IS ACCURATE AND
COMPLETE AND CONTAINS NO OMISSION OR MISREPRESENTATION. EXCEPT FOR SUCH
INFORMATION IN SCHEDULE A WHICH IS SPECIFIC TO THE CLOSING DATE, EACH DEBTOR
SHALL PROMPTLY NOTIFY THE ADMINISTRATIVE AGENT OF ANY CHANGES IN THE INFORMATION
SET FORTH THEREON.
135. EACH DEBTOR HEREBY AGREES TO BE BOUND BY THE PROVISIONS OF SECTION 5.9
[TAXES] OF THE CREDIT AGREEMENT AND SHALL MAKE ALL PAYMENTS FREE AND CLEAR OF
TAXES AS PROVIDED THEREIN.
136. EACH DEBTOR ACKNOWLEDGES THAT THE PROVISIONS HEREOF GIVING THE
ADMINISTRATIVE AGENT RIGHTS OF ACCESS TO BOOKS, RECORDS AND INFORMATION
CONCERNING THE COLLATERAL AND SUCH DEBTOR'S OPERATIONS AND PROVIDING THE
ADMINISTRATIVE AGENT ACCESS TO SUCH DEBTOR'S PREMISES ARE INTENDED TO AFFORD THE
ADMINISTRATIVE AGENT WITH IMMEDIATE ACCESS TO CURRENT INFORMATION CONCERNING
SUCH DEBTOR AND ITS ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE VALUE, NATURE
AND LOCATION OF THE COLLATERAL SO THAT THE ADMINISTRATIVE AGENT CAN, AMONG OTHER
THINGS, MAKE AN APPROPRIATE DETERMINATION AFTER THE OCCURRENCE OF AN EVENT OF
DEFAULT, WHETHER AND WHEN TO
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EXERCISE ITS OTHER REMEDIES HEREUNDER AND AT LAW, INCLUDING, WITHOUT LIMITATION,
INSTITUTING A REPLEVIN ACTION SHOULD ANY DEBTOR REFUSE TO TURN OVER ANY
COLLATERAL TO THE ADMINISTRATIVE AGENT. EACH DEBTOR FURTHER ACKNOWLEDGES THAT
SHOULD SUCH DEBTOR AT ANY TIME FAIL TO PROMPTLY PROVIDE SUCH INFORMATION AND
ACCESS TO THE ADMINISTRATIVE AGENT, EACH DEBTOR ACKNOWLEDGES THAT THE
ADMINISTRATIVE AGENT WOULD HAVE NO ADEQUATE REMEDY AT LAW TO PROMPTLY OBTAIN THE
SAME. EACH DEBTOR AGREES THAT THE