Common use of Enforcement Expenses; Indemnification Clause in Contracts

Enforcement Expenses; Indemnification. (a) Each Agreement Party agrees to pay or reimburse each Secured Party for all its reasonable costs and expenses incurred in collecting against such Agreement Party under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party is a party (but limited in the case of legal fees and expenses, to those fees and expenses reimbursable under Section 9.05(a) of the Credit Agreement). (b) Each Agreement Party agrees to pay, and to hold the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party agrees to pay, and to hold the Secured Parties harmless from, 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 to the extent the Borrowers would be required to do so pursuant to Section 9.05 of the Credit Agreement. (d) The agreements in this Section shall survive the Termination Date.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Grantor agrees to pay or reimburse each the Secured Party on demand for all of its reasonable costs and expenses incurred in collecting against such Agreement Party under the guarantee contained in Section 2 or otherwise in connection with enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party is a party (but limited including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding), including, without limitation, the case of legal reasonable fees and expenses, disbursements of counsel to those fees and expenses reimbursable under Section 9.05(a) of the Credit Agreement)Secured Party. (b) Each Agreement Party Grantor agrees to pay, and to hold save the other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementAgreement (but not including franchise taxes or taxes based on net income of the Secured Party). (c) Each Agreement Party Grantor agrees to pay, and to hold save the Secured Parties Party harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with 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 to the extent the Borrowers any Grantor would be required to do so pursuant to Section 9.05 9.02 of the Credit Loan Agreement. (d) The agreements in this Section 7.4 shall survive repayment of the Termination DateObligations and the termination of this Agreement and/or any other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Grantor agrees to pay pay, or reimburse each Secured Party for and the Lender for, all its reasonable costs and expenses incurred in collecting against such Agreement Party under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party Grantor is a party (but limited in party, including, without limitation, the case of legal reasonable fees and expenses, disbursements of counsel to those fees and expenses reimbursable under Section 9.05(a) of the Credit Agreement)Lender. (b) Each Agreement Party Grantor agrees to pay, and to hold save the other Lender and the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party Grantor agrees to pay, and to hold save the Lender and the Secured Parties harmless from, 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 to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 9.01 of the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Termination DateObligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Grantor agrees to pay or reimburse each Secured Party for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Agreement Party Grantor under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party Grantor is a party (but limited in party, including the case of legal reasonable fees and expenses, disbursements of outside counsel to those fees each Secured Party and expenses reimbursable under Section 9.05(a) of outside counsel to the Credit Agreement)Collateral and Administrative Agents. (b) Each Agreement Party Grantor agrees to pay, and to hold the other Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party Grantor agrees to pay, and to hold the Secured Parties harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, suits and reasonable out-of-pocket costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 11.4 of the Credit Agreement. (d) The agreements in this Section shall survive repayment of the Termination DateObligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable and documented costs and expenses incurred in collecting against such Agreement Party Grantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party Guarantor is a party (but limited in to the case of legal fees and expenses, same extent as the Borrower pursuant to those fees and expenses reimbursable under Section 9.05(a) 10.5 of the Credit Agreement). (b) Each Agreement Party Grantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes (excluding Excluded Taxes, if any), which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the same extent as the Borrower pursuant to Section 10.5 of the Credit Agreement. (c) Each Agreement Party Grantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, 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 to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive the Termination DateDischarge of Obligations.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Guarantor jointly and severally agrees to pay or reimburse each Secured Party and the Term Collateral Agent for all its their respective reasonable costs and expenses incurred in collecting against such Agreement Party any Guarantor under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Agreement Party Guarantor is a party (but limited in party, including, without limitation, the case of legal reasonable fees and expensesdisbursements of counsel to the Secured Parties, to those fees the Term Collateral Agent and expenses reimbursable under Section 9.05(a) of the Credit Agreement)Administrative Agent. (b) Each Agreement Party Grantor jointly and severally agrees to pay, and to hold save the Term Collateral Agent, the Administrative Agent and the other Secured Parties harmless from, (x) any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever 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. Agreement and (cy) Each Agreement Party agrees to pay, and to hold the Secured Parties harmless from, 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 Borrowers Borrower would be required to do so pursuant to Section 9.05 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 Term Collateral Agent, the Administrative Agent or any other Secured Party. (dc) The agreements in this Section subsection 9.4 shall survive repayment of the Termination DateObligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Grantor agrees to pay or reimburse each the Secured Party on demand for all of its reasonable costs and expenses incurred in collecting against such Agreement Party under the guarantee contained in Section 2 or otherwise in connection with enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party is a party (but limited including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding), including, without limitation, the case of legal reasonable fees and expenses, disbursements of counsel to those fees and expenses reimbursable under Section 9.05(a) of the Credit Agreement)Secured Party. (b) Each Agreement Party Grantor agrees to pay, and to hold save the other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party Grantor agrees to pay, and to hold save the Secured Parties Party harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with 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 to the extent the Borrowers any Grantor would be required to do so pursuant to Section 9.05 9.02 of the Credit Loan Agreement. (d) The agreements in this Section 7.4 shall survive repayment of the Termination DateObligations and the termination of this Agreement and/or any other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Grantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable costs and expenses incurred in collecting against such Agreement Party Grantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party Guarantor is a party (but limited in to the case of legal fees and expenses, same extent as the Borrower pursuant to those fees and expenses reimbursable under Section 9.05(a) 10.5 of the Credit Agreement). (b) Each Agreement Party Grantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes similar Taxes (excluding Excluded Taxes, if any), which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement to the same extent as the Borrower pursuant to Section 10.5 of the Credit Agreement. (c) Each Agreement Party Grantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, 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 to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive the Termination DateDischarge of Obligations.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable costs and expenses incurred in collecting against such Agreement Party Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party Guarantor is a party (but limited in party, including, without limitation, the case of legal reasonable and documented fees and expenses, to those disbursements of counsel (including the allocated fees and expenses reimbursable under Section 9.05(aof in-house counsel) to the Administrative Agent and of the Credit Agreement)counsel to each other Secured Party. (b) Each Agreement Party Guarantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party Guarantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, 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 to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Termination DateObligations and any other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Guarantor agrees to pay or reimburse each Secured Party Lender and the Collateral Agent for all its reasonable out-of-pocket costs and expenses incurred in collecting against such Agreement Party Guarantor under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party Guarantor is a party (but limited in party, including, without limitation, the case of legal reasonable out-of-pocket fees and expensesdisbursements of counsel to the Agents and, to those fees and expenses reimbursable under Section 9.05(a) of the extent permitted by the Credit Agreement), to each other Secured Party. (b) Each Agreement Party Subject to Section 3.01 of the Credit Agreement, each Guarantor agrees to pay, and to hold save the other Secured Parties Agents and the Lenders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party Guarantor agrees to pay, and to hold save the Secured Parties Collateral Agent and the Lenders harmless from, 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 to the extent the Borrowers would be required to do so pursuant to Section 9.05 10.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Termination DateObligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party The Grantor agrees to pay or reimburse each Secured Party for all its reasonable and documented costs and expenses incurred in collecting against such Agreement Party the Grantor under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party the Grantor is a party (but limited in party, including, without limitation, the case of legal reasonable and documented fees and expenses, disbursements of counsel to those fees each Lender and expenses reimbursable under Section 9.05(a) of counsel to the Credit Agreement)Collateral Agent. (b) Each Agreement Party The Grantor agrees to pay, and to hold save the Collateral Agent and each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party The Grantor agrees to pay, and to hold save the Collateral Agent and each other Secured Parties Party harmless from, 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 to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 10.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Termination DateObligations and all other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Guarantor agrees to pay or reimburse the Administrative Agent and each other Secured Party for all its reasonable costs and expenses incurred in collecting against such Agreement Party Guarantor under the guarantee guaranty contained in Section 2 of this Agreement or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party Guarantor is a party (but limited in party, including, without limitation, the case of legal reasonable and documented fees and expenses, to those disbursements of counsel (including the allocated fees and expenses reimbursable under Section 9.05(aof in-house counsel) to the Administrative Agent and of the Credit Agreement)counsel to each other Secured Party. (b) Each Agreement Party Guarantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party Guarantor agrees to pay, and to hold save the Administrative Agent and each other Secured Parties Party harmless from, 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 to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Termination DateSecured Obligations and any other amounts payable under the Credit Agreement and the other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Subsidiary Grantor agrees to pay or reimburse each of the Secured Party and each other Holder for all its reasonable costs and expenses incurred in collecting against such Agreement Party under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Financing Documents to which such Agreement Party Subsidiary Grantor is a party (but limited in party, including, without limitation, the case of legal reasonable fees and expenses, to those disbursements of counsel (including the allocated fees and expenses reimbursable under Section 9.05(aof in-house counsel) of to the Credit Agreement)Secured Party and each other Holder. (b) Each Agreement Party Subsidiary Grantor agrees to pay, and to hold save the Secured Party and the other Secured Parties Holders harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party Subsidiary Grantor agrees to pay, and to hold save the Secured Parties Party and the other Holders harmless from, 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 to the extent the Borrowers Company would be required to do so pursuant to Section 9.05 7.07 of the Credit AgreementIndenture. (d) The agreements in this Section SECTION 8.4 shall survive repayment of the Termination DateSecured Obligations and all other amounts payable under the Indenture and the other Financing Documents and shall survive, as to a Secured Party, the resignation or removal of such Secured Party.

Enforcement Expenses; Indemnification. (a) Each Agreement Party Grantor agrees to pay or reimburse each the Secured Party on demand for all of its reasonable costs and expenses incurred in collecting against such Agreement Party under the guarantee contained in Section 2 or otherwise in connection with enforcing or preserving any rights under this Amended Collateral Agreement and the other Loan Documents to which such Agreement Party is a party (but limited including, without limitation, in connection with any workout, restructuring, bankruptcy or other similar proceeding), including, without limitation, the case of legal reasonable fees and expenses, disbursements of counsel to those fees and expenses reimbursable under Section 9.05(a) of the Credit Agreement)Secured Party. (b) Each Agreement Party Grantor agrees to pay, and to hold save the other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this AgreementAmended Collateral Agreement (but not including franchise taxes or taxes based on net income of the Secured Party). (c) Each Agreement Party Grantor agrees to pay, and to hold save the Secured Parties Party harmless from, from any and all liabilities, obligations, losses, damages, penalties, costs and expenses in connection with 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 Amended Collateral Agreement to the extent the Borrowers any Grantor would be required to do so pursuant to Section 9.05 9.02 of the Credit Loan Agreement. (d) The agreements in this Section 7.4 shall survive repayment of the Termination DateObligations and the termination of this Amended Collateral Agreement and/or any other Loan Documents.

Enforcement Expenses; Indemnification. (a) Each Agreement Party The Grantor agrees to pay or reimburse each Secured Party for all its reasonable and documented costs and expenses incurred in collecting against such Agreement Party the Grantor under the guarantee contained in Section 2 or otherwise in enforcing or preserving any rights under this Agreement and the other Loan Documents to which such Agreement Party the Grantor is a party (but limited in party, including, without limitation, the case of legal reasonable and documented fees and expenses, disbursements of counsel to those fees each Lender and expenses reimbursable under Section 9.05(a) of the Credit Agreement)counsel to each Collateral Agent. (b) Each Agreement Party The Grantor agrees to pay, and to hold the save each Collateral Agent and each other Secured Parties Party harmless from, any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (c) Each Agreement Party The Grantor agrees to pay, and to hold the save each Collateral Agent and each other Secured Parties Party harmless from, 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 to the extent the Borrowers Borrower would be required to do so pursuant to Section 9.05 8.5 of the Credit Agreement. (d) The agreements in this Section 8.4 shall survive repayment of the Termination DateObligations and all other amounts payable under the Credit Agreement and the other Loan Documents.