SECTION 8.
REIMBURSEMENT OF COLLATERAL AGENT.
(A)
IN ACCORDANCE WITH, AND TO THE EXTENT CONSISTENT WITH, THE TERMS
OF THE INTERCREDITOR AGREEMENT, THE PLEDGORS AGREE TO PAY UPON DEMAND TO THE
COLLATERAL AGENT THE AMOUNT OF ANY AND ALL REASONABLE EXPENSES, INCLUDING THE
REASONABLE FEES, OTHER CHARGES AND DISBURSEMENTS OF ITS COUNSEL AND OF ANY
EXPERTS OR AGENTS, THAT 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 OR ENFORCEMENT OF ANY OF THE RIGHTS OF THE
COLLATERAL AGENT HEREUNDER OR (IV) THE FAILURE BY SUCH PLEDGOR TO PERFORM OR
OBSERVE ANY OF THE PROVISIONS HEREOF.
(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE
OTHER LOAN DOCUMENTS, EACH PLEDGOR AGREES TO INDEMNIFY THE COLLATERAL AGENT AND
THE INDEMNITEES (AS DEFINED IN SECTION 10.03 OF THE CREDIT AGREEMENT) AGAINST,
AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES,
LIABILITIES AND RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES, OTHER
CHARGES AND DISBURSEMENTS, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE EXECUTION
OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR
INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO
OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE
TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY OR (II) ANY CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
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 RESULTED FROM THE GROSS
NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE.
9
(C)
ANY AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL
OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY DOCUMENTS. THE PROVISIONS
OF THIS SECTION 8 SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS
OF THE TERMINATION OF THIS AGREEMENT, 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 COLLATERAL AGENT OR
ANY OTHER SECURED PARTY. ALL AMOUNTS DUE UNDER THIS SECTION 8 SHALL BE PAYABLE
ON WRITTEN DEMAND THEREFOR AND SHALL BEAR INTEREST AT THE RATE SPECIFIED IN
SECTION 2.12(C) OF THE CREDIT AGREEMENT.
SECTION 9.
COLLATERAL AGENT APPOINTED ATTORNEY-IN-FACT. EACH PLEDGOR
HEREBY APPOINTS THE COLLATERAL AGENT THE ATTORNEY-IN-FACT OF SUCH PLEDGOR, UPON
THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT, FOR THE PURPOSE OF
CARRYING OUT THE PROVISIONS OF THIS AGREEMENT AND TAKING ANY ACTION AND
EXECUTING ANY INSTRUMENT THAT THE COLLATERAL AGENT MAY DEEM NECESSARY OR
ADVISABLE TO ACCOMPLISH THE PURPOSES HEREOF, WHICH APPOINTMENT IS IRREVOCABLE
AND COUPLED WITH AN INTEREST. WITHOUT LIMITING THE GENERALITY OF THE