THE RIGHTS OR REMEDIES OF THE ADMINISTRATIVE AGENT OR THE OTHER SECURED
PARTIES HEREUNDER OR (IV) THE FAILURE BY ANY GRANTOR TO PERFORM OR OBSERVE ANY
OF THE PROVISIONS OF THIS AGREEMENT.
(b)
EACH GRANTOR SHALL UPON DEMAND PAY TO THE SECURED PARTIES ANY AND ALL
OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF
COUNSEL AND OF ANY EXPERTS, ADVISORS OR AGENTS, THAT THE SECURED PARTIES MAY
INCUR IN CONNECTION WITH THE COLLECTION OR ENFORCEMENT OF THE SECURED
OBLIGATIONS OR THE EXERCISE OR ENFORCEMENT OF ANY OTHER RIGHTS OR REMEDIES UNDER
THIS AGREEMENT.
(c)
EACH GRANTOR AGREES TO PAY, AND SUBJECT TO SECTION 4.2 OF THE LOAN
AGREEMENT, TO HOLD EACH OF THE SECURED PARTIES 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 (EXCEPT EXCLUDED TAXES) ACTUALLY PAID OR
DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF THE COLLATERAL OR IN CONNECTION
WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(d)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER
LOAN DOCUMENTS, EACH GRANTOR AGREES TO INDEMNIFY, DEFEND
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AND SAVE AND HOLD HARMLESS EACH SECURED PARTY AND EACH OF ITS RELATED PARTIES
(EACH, AN "INDEMNITEE") FROM AND AGAINST, AND SHALL PAY ON DEMAND, ANY AND ALL
CLAIMS, DAMAGES, LOSSES, LIABILITIES, PENALTIES, JUDGMENTS, DISBURSEMENTS AND
EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF
COUNSEL) INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH
CASE, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE NEGOTIATION,
EXECUTION, DELIVERY, PERFORMANCE, ADMINISTRATION OR ENFORCEMENT OF THIS
AGREEMENT, EXCEPT TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, PENALTY,
JUDGMENT, DISBURSEMENT, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT
BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM (1) SUCH INDEMNITEE'S
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR (2) SUCH INDEMNITEE'S BREACH OF ITS
OBLIGATIONS HEREUNDER IN BAD FAITH.
(e)
THE AGREEMENTS IN THIS SECTION 8.6 SHALL SURVIVE REPAYMENT OF THE SECURED
OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER THE LOAN AGREEMENT AND THE OTHER
LOAN DOCUMENTS.
8.7
Successors and Assigns. This Agreement shall be binding upon the
successors and permitted assigns of each Grantor and shall inure to the benefit
of the Administrative Agent and the other Secured Parties and their successors
and permitted assigns; provided that no Grantor may assign, transfer or delegate
any of its rights or obligations under this Agreement without the prior written
consent of the Administrative Agent and the Lenders.
8.8
Set-Off. Each Grantor hereby irrevocably authorizes each Secured Party at
any time and from time to time while an Event of Default shall have occurred and
be continuing, without notice to such Grantor or any other Grantor, any such
notice being expressly waived by each Grantor, to set-off and appropriate and
apply any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each