(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER LOAN
DOCUMENTS, EACH GRANTOR AND EACH GUARANTOR JOINTLY AND SEVERALLY AGREES TO
INDEMNIFY THE COLLATERAL AGENT AND THE OTHER INDEMNITEES (AS DEFINED IN THE
CREDIT AGREEMENT) AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL
LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES,
CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, ARISING OUT OF, IN
CONNECTION WITH, OR AS A RESULT OF, THE EXECUTION, DELIVERY OR PERFORMANCE OF
THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR ANY CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING OR TO
THE COLLATERAL, WHETHER INSTITUTED BY ANY GRANTOR OR WHETHER 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 ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL
AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE BAD FAITH, GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE; PROVIDED FURTHER THAT SECTION 2.16 OF
THE CREDIT AGREEMENT, AND NOT THIS PARAGRAPH, SHALL APPLY WITH RESPECT TO ANY
TAXES ON AMOUNTS PAID BY THE BORROWER UNDER THE CREDIT AGREEMENT OR UNDER ANY
OTHER LOAN DOCUMENT AND TO EXCLUDED TAXES AND OTHER TAXES.
(C)
ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL
OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY DOCUMENTS.
THE PROVISIONS
OF THIS SECTION SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS
OF THE TERMINATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, 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 SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 7.07.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
EACH GRANTOR HEREBY
APPOINTS THE COLLATERAL AGENT THE ATTORNEY-IN-FACT OF SUCH GRANTOR 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
THAT THE COLLATERAL AGENT IN GOOD FAITH AFTER CONSULTATION WITH THE APPLICABLE
GRANTOR DEEMS ADVISABLE) TO ACCOMPLISH THE PURPOSES HEREOF, IN EACH CASE
EXERCISABLE ONLY UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, WHICH APPOINTMENT IS IRREVOCABLE AND COUPLED WITH AN INTEREST.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, THE COLLATERAL AGENT SHALL HAVE THE
RIGHT, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT,
WITH FULL POWER OF SUBSTITUTION EITHER IN THE COLLATERAL AGENT'S NAME OR IN THE
NAME OF SUCH GRANTOR (A) TO RECEIVE, ENDORSE, ASSIGN AND/OR DELIVER ANY AND ALL
NOTES, ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR OTHER EVIDENCES OF PAYMENT
RELATING TO THE COLLATERAL OR ANY PART THEREOF; (B) TO DEMAND, COLLECT, RECEIVE
PAYMENT OF, GIVE RECEIPT FOR AND GIVE DISCHARGES