SHALL HAVE BEEN DELIVERED TO THE COLLATERAL
AGENT AND A COUNTERPART HEREOF SHALL HAVE BEEN EXECUTED ON BEHALF OF THE
COLLATERAL AGENT, AND THEREAFTER SHALL BE BINDING UPON THE GRANTOR AND THE
SECURED PARTY AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, AND SHALL
INURE TO THE BENEFIT OF THE GRANTOR, THE SECURED PARTY AND THE COLLATERAL AGENT
AND THEIR RESPECTIVE PERMITTED SUCCESSORS AND ASSIGNS, EXCEPT THAT THE GRANTOR
SHALL NOT HAVE THE RIGHT TO ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS
HEREUNDER OR ANY INTEREST HEREIN OR IN THE COLLATERAL (AND ANY SUCH ASSIGNMENT
OR TRANSFER SHALL BE VOID) EXCEPT AS EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR
THE CREDIT AGREEMENT.
THIS AGREEMENT SHALL BE CONSTRUED AS A SEPARATE AGREEMENT
WITH RESPECT TO THE GRANTOR AND THE SECURED PARTY AND MAY BE AMENDED, MODIFIED,
SUPPLEMENTED, WAIVED OR RELEASED WITH RESPECT TO THE GRANTOR OR THE SECURED
PARTY WITHOUT THE APPROVAL OF THE GRANTOR OR THE SECURED PARTY, AS THE CASE MAY
BE, AND WITHOUT AFFECTING THE OBLIGATIONS OF THE GRANTOR OR THE SECURED PARTY,
AS THE CASE MAY BE, HEREUNDER.
SECTION 4.05. 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 THE GRANTOR, THE SECURED PARTY OR THE COLLATERAL
AGENT THAT
12
ARE CONTAINED IN THIS AGREEMENT SHALL BIND AND INURE TO THE BENEFIT OF THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
SECTION 4.06. COLLATERAL AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(A)
THE
PARTIES HERETO AGREE THAT THE COLLATERAL AGENT SHALL BE ENTITLED TO
REIMBURSEMENT OF ITS EXPENSES INCURRED HEREUNDER TO THE EXTENT PROVIDED IN
SECTION 9.03 OF THE CREDIT AGREEMENT.
(B) WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER LOAN
DOCUMENTS, THE GRANTOR AGREES TO INDEMNIFY THE COLLATERAL AGENT, THE SECURED
PARTY AND THE OTHER INDEMNITEES AGAINST, AND HOLD EACH INDEMNITEE HARMLESS TO
THE EXTENT SET FORTH IN SECTION 9.03(B) OF THE CREDIT AGREEMENT (AS IF
SECTION 9.03(B) OF THE CREDIT AGREEMENT INCLUDED THE SECURED PARTY AS AN
INDEMNITEE).
(C) ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL
OBLIGATIONS SECURED HEREBY.
THE PROVISIONS OF THIS SECTION 4.06 SHALL REMAIN
OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS OF THE TERMINATION OF THIS
AGREEMENT, THE LOAN PROCEEDS NOTE OR ANY 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, THE
LOAN PROCEEDS NOTE OR ANY LOAN DOCUMENT, OR ANY INVESTIGATION MADE BY OR ON
BEHALF OF THE COLLATERAL AGENT OR THE SECURED PARTY.
ALL AMOUNTS DUE UNDER THIS
SECTION 4.06 SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR AND SHALL BEAR INTEREST
AT THE RATE SPECIFIED IN SECTION 2.06 OF THE CREDIT AGREEMENT.
SECTION 4.07. COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT.
THE GRANTOR HEREBY
APPOINTS THE COLLATERAL AGENT AS ITS ATTORNEY-IN-FACT FOR THE PURPOSE OF
CARRYING OUT THE PROVISIONS OF THIS AGREEMENT