THE RIGHT TO ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS
HEREUNDER OR ANY INTEREST HEREIN OR IN THE COLLATERAL (AND ANY SUCH ATTEMPTED
ASSIGNMENT OR TRANSFER SHALL BE VOID) EXCEPT AS EXPRESSLY PERMITTED BY THIS
AGREEMENT OR THE CREDIT AGREEMENT.
THIS AGREEMENT SHALL BE CONSTRUED AS A
SEPARATE AGREEMENT WITH RESPECT TO EACH GRANTOR AND MAY BE AMENDED, MODIFIED,
SUPPLEMENTED, WAIVED OR RELEASED WITH RESPECT TO ANY GRANTOR WITHOUT THE
APPROVAL OF ANY OTHER GRANTOR AND WITHOUT AFFECTING THE OBLIGATIONS OF ANY OTHER
GRANTOR HEREUNDER.
SECTION 8.07.
ADMINISTRATIVE AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(A)
WITHOUT LIMITING ANY OF THEIR OBLIGATIONS UNDER THE CREDIT AGREEMENT OR THE
OTHER LOAN DOCUMENTS, THE GRANTORS JOINTLY AND SEVERALLY AGREE TO PAY ALL CREDIT
PARTY EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT.
30
(B)
WITHOUT LIMITING ANY OF THEIR INDEMNIFICATION OBLIGATIONS UNDER
THE CREDIT AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE GRANTORS SHALL, JOINTLY
AND SEVERALLY, AGREE TO INDEMNIFY EACH CREDIT PARTY AND THEIR RESPECTIVE
AFFILIATES (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE"), AND HOLD EACH
INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND
RELATED EXPENSES (OTHER THAN WITH RESPECT TO TAXES), INCLUDING THE REASONABLE
AND DOCUMENTED FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR ANY INDEMNITEE,
INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION
WITH OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OR PERFORMANCE OF THIS
AGREEMENT, THE PERFORMANCE BY ANY GRANTOR OF ITS OBLIGATIONS UNDER THIS
AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, OR
(II) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING
RELATING TO ANY OF THE FOREGOING OR TO THE COLLATERAL, WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A
PARTY THERETO; PROVIDED, HOWEVER, THAT SUCH INDEMNITY SHALL NOT, AS TO ANY
INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES,
LIABILITIES OR RELATED EXPENSES RESULTED FROM THE GROSS NEGLIGENCE, WILLFUL
MISCONDUCT, BAD FAITH OR BREACH OF THE CONTRACTUAL OBLIGATIONS OF SUCH
INDEMNITEE OR WITH RESPECT TO A CLAIM BY ONE INDEMNITEE AGAINST ANOTHER
INDEMNITEE.
(C)
ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL
SECURED OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY DOCUMENTS.
ALL
AMOUNTS DUE UNDER THIS SECTION 8.07 SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 8.08.
GOVERNING LAW.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, IN
ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
THIS AGREEMENT AND THE SECURED OBLIGATIONS SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND ANY
APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
SECTION 8.09.
WAIVERS; AMENDMENT.
(A)
THE RIGHTS, REMEDIES, POWERS,
PRIVILEGES AND DISCRETIONS OF THE ADMINISTRATIVE AGENT HEREUNDER (HEREIN, THE
"ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES") SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH IT WOULD OTHERWISE HAVE.
NO DELAY OR
OMISSION BY THE ADMINISTRATIVE AGENT IN EXERCISING