and Expenses.
(a)
Each Grantor agrees to indemnify,
defend and save and hold harmless each Secured Party and each of their
Affiliates and their respective officers, directors, employees, agents and
advisors (each, an "Indemnified Party") from and against, and shall pay on
demand, any and all claims, damages, losses, liabilities and expenses
(including, without limitation, fees and expenses of counsel) that may be
incurred by or asserted or awarded against any Indemnified Party, in each case
arising out of or in connection with or resulting from this Agreement
(including, without limitation, enforcement of this Agreement), except to the
extent such claim, damage, loss, liability or expense is found in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party's gross negligence or willful misconduct.
(B)
EACH GRANTOR WILL WITHIN TEN BUSINESS DAYS AFTER DEMAND THEREFOR PAY TO
THE ADMINISTRATIVE AGENT THE AMOUNT OF ANY AND ALL EXPENSES, INCLUDING, WITHOUT
LIMITATION, THE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS,
THAT THE ADMINISTRATIVE AGENT MAY INCUR IN CONNECTION WITH (I) THE
ADMINISTRATION OF THIS AGREEMENT, (II) THE CUSTODY, PRESERVATION, USE OR
OPERATION OF, OR THE SALE OF, COLLECTION FROM OR OTHER REALIZATION UPON, ANY OF
THE COLLATERAL OF SUCH GRANTOR, (III) THE EXERCISE OR ENFORCEMENT OF ANY OF THE
RIGHTS OF THE ADMINISTRATIVE AGENT
OR THE OTHER SECURED PARTIES HEREUNDER OR (IV) THE FAILURE BY SUCH GRANTOR TO
PERFORM OR OBSERVE ANY OF THE PROVISIONS HEREOF.
Section 26.
Amendments; Waivers; Additional Grantors; Etc.
(a)
No amendment
or waiver of any provision of this Agreement, and no consent to any departure by
any Grantor herefrom, shall in any event be effective unless the same shall be
in writing and signed by the Administrative Agent, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given.
No failure on the part of the Administrative Agent or
any other Secured Party to exercise, and no delay in exercising any right
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the
exercise of any other right.
(B)
UPON THE EXECUTION AND DELIVERY, OR AUTHENTICATION, BY ANY PERSON OF A
SECURITY AGREEMENT SUPPLEMENT IN SUBSTANTIALLY THE FORM OF EXHIBIT A HERETO
(EACH, A "SECURITY AGREEMENT SUPPLEMENT"), (I) SUCH PERSON SHALL BE REFERRED TO
AS AN "ADDITIONAL GRANTOR" AND SHALL BE AND BECOME A GRANTOR HEREUNDER, AND EACH
REFERENCE IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO "GRANTOR" SHALL ALSO
MEAN AND BE A REFERENCE TO SUCH ADDITIONAL GRANTOR,
AND EACH REFERENCE IN THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO "COLLATERAL" SHALL ALSO MEAN AND BE A
REFERENCE TO THE COLLATERAL OF SUCH ADDITIONAL GRANTOR, AND (II) THE
SUPPLEMENTAL SCHEDULES I-VII ATTACHED TO EACH SECURITY AGREEMENT SUPPLEMENT
SHALL BE INCORPORATED INTO AND BECOME A PART OF AND SUPPLEMENT SCHEDULES I-VII,
RESPECTIVELY, HERETO, AND THE ADMINISTRATIVE