OR REIMBURSE EACH SECURED PARTY AND THE COLLATERAL AGENT FOR ALL THEIR
RESPECTIVE REASONABLE COSTS AND EXPENSES INCURRED IN COLLECTING AGAINST ANY
GUARANTOR UNDER THE GUARANTEE CONTAINED IN SECTION 2 OR OTHERWISE ENFORCING OR
PRESERVING ANY RIGHTS UNDER THIS AGREEMENT AGAINST SUCH GUARANTOR AND THE OTHER
LOAN DOCUMENTS TO WHICH SUCH GUARANTOR IS A PARTY, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO THE SECURED
PARTIES, THE COLLATERAL AGENT AND THE ADMINISTRATIVE AGENT.
(B)
EACH GRANTOR JOINTLY AND SEVERALLY AGREES TO
PAY, AND TO SAVE THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND THE OTHER
SECURED PARTIES HARMLESS FROM, (X) ANY AND ALL LIABILITIES WITH RESPECT TO, OR
RESULTING FROM ANY DELAY IN PAYING, ANY AND ALL STAMP, EXCISE, SALES OR OTHER
SIMILAR TAXES WHICH MAY BE PAYABLE OR DETERMINED TO BE PAYABLE WITH RESPECT TO
ANY OF THE SECURITY COLLATERAL OR IN CONNECTION WITH ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND (Y) ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE EXECUTION,
DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT
(COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), IN EACH CASE TO THE EXTENT THE
BORROWER WOULD BE REQUIRED TO DO SO PURSUANT TO SUBSECTION 10.5 OF THE CREDIT
AGREEMENT, AND IN ANY EVENT EXCLUDING ANY TAXES OR OTHER INDEMNIFIED LIABILITIES
ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COLLATERAL AGENT, THE
ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY.
(C)
THE AGREEMENTS IN THIS SUBSECTION 9.4 SHALL
SURVIVE REPAYMENT OF THE OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE UNDER THE
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
9.5
SUCCESSORS AND ASSIGNS.
THIS AGREEMENT
SHALL BE BINDING UPON AND SHALL INURE TO THE BENEFIT OF THE GRANTING PARTIES,
THE COLLATERAL AGENT AND THE SECURED PARTIES AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS; PROVIDED THAT NO GRANTING PARTY MAY ASSIGN, TRANSFER OR DELEGATE ANY OF
ITS RIGHTS OR OBLIGATIONS UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COLLATERAL AGENT.
43
9.6
SET-OFF.
EACH GUARANTOR HEREBY IRREVOCABLY
AUTHORIZES EACH OF THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT AND EACH
OTHER SECURED PARTY AT ANY TIME AND FROM TIME TO TIME WITHOUT NOTICE TO SUCH
GUARANTOR, ANY OTHER GUARANTOR OR THE BORROWER, ANY SUCH NOTICE BEING EXPRESSLY
WAIVED BY EACH GUARANTOR AND BY THE BORROWER, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT UNDER SUBSECTION 8(A) OF THE CREDIT AGREEMENT SO LONG AS ANY AMOUNT
REMAINS UNPAID AFTER IT BECOMES DUE AND PAYABLE BY SUCH GUARANTOR HEREUNDER, TO
SET-OFF AND APPROPRIATE AND APPLY AGAINST ANY SUCH AMOUNT ANY AND ALL DEPOSITS
(GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) (OTHER THAN THE
COLLATERAL PROCEEDS ACCOUNT), IN ANY CURRENCY, AND ANY OTHER CREDITS,
INDEBTEDNESS OR CLAIMS, IN ANY CURRENCY, IN EACH CASE WHETHER DIRECT OR
INDIRECT, ABSOLUTE OR CONTINGENT, MATURED OR UNMATURED, AT ANY TIME HELD OR
OWING BY THE COLLATERAL AGENT, THE ADMINISTRATIVE