SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND AGREEMENTS
BY OR ON BEHALF OF ANY GRANTOR OR THE COLLATERAL AGENT THAT ARE CONTAINED IN
THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS.
SECTION 8.06.
COLLATERAL AGENT'S EXPENSES; INDEMNIFICATION.
IN ACCORDANCE
WITH, AND TO THE EXTENT CONSISTENT WITH, THE TERMS OF THE INTERCREDITOR
AGREEMENT,
(A)
EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO PAY UPON DEMAND TO
THE COLLATERAL AGENT THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING
THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF ITS COUNSEL AND OF ANY
EXPERTS OR AGENTS, WHICH 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, ENFORCEMENT OR PROTECTION OF ANY OF THE RIGHTS OF THE
COLLATERAL AGENT HEREUNDER OR (IV) THE FAILURE OF ANY GRANTOR TO PERFORM OR
OBSERVE ANY OF THE PROVISIONS HEREOF.
24
(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE
OTHER LOAN DOCUMENTS, EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO INDEMNIFY THE
COLLATERAL AGENT AND THE OTHER INDEMNITEES AGAINST, AND HOLD EACH OF THEM
HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED
EXPENSES, INCLUDING REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL,
INCURRED BY OR ASSERTED AGAINST ANY OF THEM ARISING OUT OF, IN ANY WAY CONNECTED
WITH, OR AS A RESULT OF, THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS
AGREEMENT OR ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING HERETO
OR TO THE COLLATERAL, 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 HAVE RESULTED
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
(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 8.06 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 LOANS, 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 LENDER.
ALL AMOUNTS DUE UNDER THIS SECTION 8.06
SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 8.07.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 8.08.
WAIVERS; AMENDMENT.
(A)
NO FAILURE OR DELAY OF THE
COLLATERAL AGENT IN EXERCISING ANY POWER OR RIGHT HEREUNDER SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT OR
POWER, OR ANY ABANDONMENT OR DISCONTINUANCE OF STEPS TO ENFORCE SUCH A RIGHT OR
POWER, PRECLUDE ANY OTHER OR