FURTHER NOTICE OR DEMAND IN SIMILAR OR OTHER
CIRCUMSTANCES.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, AMENDED OR
MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY THE ADMINISTRATIVE AGENT AND THE LOAN PARTY OR LOAN PARTIES WITH RESPECT TO
32
WHICH SUCH WAIVER, AMENDMENT OR MODIFICATION IS TO APPLY, SUBJECT TO ANY CONSENT
REQUIRED IN ACCORDANCE WITH SECTION 9.02 OF THE CREDIT AGREEMENT.
SECTION 7.03. ADMINISTRATIVE AGENT'S FEES AND EXPENSES; INDEMNIFICATION. (A)
THE PARTIES HERETO AGREE THAT THE ADMINISTRATIVE AGENT SHALL BE ENTITLED TO
REIMBURSEMENT OF ITS EXPENSES INCURRED HEREUNDER AS PROVIDED IN SECTION 9.03 OF
THE CREDIT AGREEMENT.
(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER LOAN
DOCUMENTS, THE US GRANTORS, JOINTLY AND SEVERALLY AS TO THEMSELVES, AND THE
NON-US GRANTORS, JOINTLY AND SEVERALLY AS TO THEMSELVES, AGREE TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND THE OTHER INDEMNITEES (AS DEFINED IN SECTION 9.03 OF
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, INCURRED BY
OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A
RESULT OF, THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT OR ANY
CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, 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 ARE DETERMINED BY A COURT OF
COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM
THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE OR ANY OF ITS
RELATED PARTIES.
(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 ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY. ALL AMOUNTS DUE
UNDER THIS SECTION SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 7.04. SUCCESSORS AND ASSIGNS. WHENEVER IN THIS AGREEMENT ANY OF THE
PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE DEEMED TO INCLUDE THE
PERMITTED SUCCESSORS AND ASSIGNS OF SUCH PARTY; AND ALL COVENANTS, PROMISES AND
AGREEMENTS BY OR ON BEHALF OF ANY GUARANTOR OR GRANTOR OR THE ADMINISTRATIVE
AGENT THAT ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT
OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 7.05. SURVIVAL OF AGREEMENT. ALL COVENANTS, AGREEMENTS, REPRESENTATIONS
AND WARRANTIES MADE BY THE LOAN PARTIES IN THE LOAN DOCUMENTS