such officer or
be answerable in any way for the misapplication thereof.
SECTION 8.
REIMBURSEMENT OF COLLATERAL AGENT.
(A)
IN
ACCORDANCE WITH, AND TO THE EXTENT CONSISTENT WITH, THE TERMS OF THE
INTERCREDITOR AGREEMENT, THE PLEDGORS AGREE TO PAY UPON DEMAND TO THE COLLATERAL
AGENT THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING THE REASONABLE
FEES, OTHER CHARGES AND DISBURSEMENTS OF ITS COUNSEL AND OF ANY EXPERTS OR
AGENTS, THAT THE COLLATERAL AGENT MAY INCUR IN CONNECTION WITH (I) THE
ADMINISTRATION OF THIS AGREEMENT, (II) THE CUSTODY OR PRESERVATION OF, OR THE
SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY OF THE COLLATERAL,
(III) THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF THE COLLATERAL AGENT
HEREUNDER OR (IV) THE FAILURE BY SUCH PLEDGOR TO PERFORM OR OBSERVE ANY OF THE
PROVISIONS HEREOF.
(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION
OBLIGATIONS UNDER THE OTHER LOAN DOCUMENTS, EACH PLEDGOR AGREES TO INDEMNIFY THE
COLLATERAL AGENT AND THE INDEMNITEES (AS DEFINED IN SECTION 10.03 OF THE CREDIT
AGREEMENT) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES,
CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING REASONABLE COUNSEL
FEES, OTHER CHARGES AND DISBURSEMENTS, INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE
EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE
PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF
THE TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY OR (II) ANY
CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO, PROVIDED 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 OR WILFUL MISCONDUCT OF SUCH INDEMNITEE.
9
(C)
ANY AMOUNTS PAYABLE AS PROVIDED HEREUNDER
SHALL BE ADDITIONAL OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY
DOCUMENTS.
THE PROVISIONS OF THIS SECTION 8 SHALL REMAIN OPERATIVE AND IN FULL
FORCE AND EFFECT REGARDLESS OF THE TERMINATION OF THIS AGREEMENT, THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF ANY OF
THE OBLIGATIONS, THE INVALIDITY OR UNENFORCEABILITY OF ANY TERM OR PROVISION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY INVESTIGATION MADE BY OR ON
BEHALF OF THE COLLATERAL AGENT OR ANY OTHER SECURED PARTY.
ALL AMOUNTS DUE
UNDER THIS SECTION 8 SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR AND SHALL BEAR
INTEREST AT THE RATE SPECIFIED IN SECTION 2.12(C) OF THE CREDIT AGREEMENT.
SECTION 9.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
EACH PLEDGOR HEREBY APPOINTS THE COLLATERAL AGENT THE ATTORNEY-IN-FACT OF SUCH
PLEDGOR, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT, FOR THE
PURPOSE OF CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TAKING ANY ACTION
AND EXECUTING ANY INSTRUMENT THAT THE COLLATERAL AGENT MAY DEEM NECESSARY OR
ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT IS