Agent for all of their respective costs and expenses
incurred in the preparation and administration of, or the enforcing or
preserving any rights under, this Agreement, including, without limitation, the
fees and disbursements of counsel to each Secured Party (including, without
limitation, counsel to each of the Note Collateral Agent and the Bank
Administrative Agent).
(B)
WITHOUT LIMITING THE INDEMNITY OBLIGATIONS OF EACH OF THE GRANTORS
UNDER THE NOTE SECURITY AGREEMENT, THE BANK SECURITY AGREEMENTS OR ANY OF THE
OTHER SECURED DEBT DOCUMENTS, EACH OF THE GRANTORS AGREES TO PAY, INDEMNIFY, AND
HOLD THE NOTE COLLATERAL AGENT, THE BANK ADMINISTRATIVE AGENT AND EACH SECURED
PARTY (AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES) HARMLESS
FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES (INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND EXPENSES OF COUNSEL, ADVISORS AND AGENTS) OR
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION,
DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, UNLESS
ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED
PARTY, INCLUDING FOR TAXES IN ANY JURISDICTION IN WHICH THE NOTE COLLATERAL
AGENT OR THE BANK ADMINISTRATIVE AGENT IS SUBJECT TO TAX BY REASON OF ACTIONS
HEREUNDER, UNLESS SUCH TAXES ARE IMPOSED ON OR MEASURED BY COMPENSATION PAID TO
THE NOTE COLLATERAL AGENT OR THE BANK ADMINISTRATIVE AGENT UNDER THE NOTE
SECURITY AGREEMENT OR THE BANK SECURITY AGREEMENTS, RESPECTIVELY.
(C)
THE AGREEMENTS IN THIS SECTION 4.4 SHALL SURVIVE REPAYMENT OF THE
OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER THE SECURED DEBT AGREEMENTS.
4.5
Further Assurances.
(a)
With respect to the Note Priority
Collateral, each of the Grantors and the Bank Administrative Agent, at the
Company's expense and at any time from time to time, upon the reasonable request
of the Note Collateral Agent, will promptly and duly execute and deliver such
further instruments and documents (including amendments to their financing
statements filed against each Grantor stating that the rights of the Bank
Administrative Agent are subject to the terms hereof) and take such further
actions as the Note Collateral Agent
19
may reasonably request for the purposes of obtaining or preserving the full
benefits of this Agreement and of the rights and powers herein granted.
(B)
WITH RESPECT TO THE BANK PRIORITY COLLATERAL, EACH OF THE GRANTORS
AND THE NOTE COLLATERAL AGENT, AT THE COMPANY'S EXPENSE AND AT ANY TIME FROM
TIME TO TIME, UPON THE REASONABLE REQUEST OF THE BANK ADMINISTRATIVE AGENT, WILL
PROMPTLY AND DULY EXECUTE AND DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS
(INCLUDING AMENDMENTS TO THEIR FINANCING STATEMENTS FILED AGAINST EACH GRANTOR
STATING THAT THE RIGHTS OF THE NOTE COLLATERAL AGENT ARE SUBJECT TO THE TERMS
HEREOF) AND TAKE SUCH FURTHER ACTIONS AS THE BANK ADMINISTRATIVE AGENT MAY
REASONABLY REQUEST FOR THE PURPOSES OF OBTAINING OR PRESERVING THE FULL BENEFITS
OF THIS AGREEMENT AND OF THE RIGHTS AND POWERS HEREIN GRANTED.
4.6
Successors and Assigns.
(a)
This Agreement shall be binding upon
the successors and assigns of each party; provided