Party, the Note
Collateral Agent and the Bank Administrative 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 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
20
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