OR THE BEGINNING OF THE EXERCISE OF ONE SHALL NOT BE DEEMED A WAIVER OF
THE RIGHT TO EXERCISE ANY OTHER OR OTHERS.
NO DELAY OR OMISSION OF THE
COLLATERAL AGENT IN THE EXERCISE OF ANY SUCH RIGHT, POWER OR REMEDY AND NO
RENEWAL OR EXTENSION OF ANY OF THE OBLIGATIONS SHALL IMPAIR ANY SUCH RIGHT,
POWER OR REMEDY OR SHALL BE CONSTRUED TO BE A WAIVER OF ANY DEFAULT OR EVENT OF
DEFAULT OR AN ACQUIESCENCE THEREIN.
NO NOTICE TO OR DEMAND ON THE PLEDGOR IN
ANY CASE SHALL ENTITLE IT TO ANY OTHER OR FURTHER NOTICE OR DEMAND IN SIMILAR OR
OTHER CIRCUMSTANCES OR CONSTITUTE A WAIVER OF ANY OF THE RIGHTS OF THE
COLLATERAL AGENT TO ANY OTHER OR FURTHER ACTION IN ANY CIRCUMSTANCES WITHOUT
NOTICE OR DEMAND.
IN THE EVENT THAT THE COLLATERAL AGENT SHALL BRING ANY SUIT
TO ENFORCE ANY OF ITS RIGHTS HEREUNDER AND SHALL BE ENTITLED TO JUDGMENT, THEN
IN SUCH SUIT THE COLLATERAL AGENT MAY RECOVER REASONABLE EXPENSES, INCLUDING
ATTORNEYS' FEES, AND THE AMOUNTS THEREOF SHALL BE INCLUDED IN SUCH JUDGMENT.
(B)
IN THE EVENT THE COLLATERAL AGENT SHALL HAVE INSTITUTED ANY
PROCEEDING TO ENFORCE ANY RIGHT, POWER OR REMEDY UNDER THIS AGREEMENT BY
FORECLOSURE, SALE, ENTRY OR OTHERWISE, AND SUCH PROCEEDING SHALL HAVE BEEN
DISCONTINUED OR ABANDONED FOR ANY REASON OR SHALL HAVE BEEN DETERMINED ADVERSELY
TO THE COLLATERAL AGENT, THEN AND IN EVERY SUCH CASE THE PLEDGOR, THE COLLATERAL
AGENT AND EACH HOLDER OF ANY OF THE OBLIGATIONS SHALL TO THE EXTENT PERMITTED BY
APPLICABLE LAW BE RESTORED TO THEIR RESPECTIVE FORMER POSITIONS AND RIGHTS
HEREUNDER WITH RESPECT TO THE COLLATERAL, AND ALL RIGHTS, REMEDIES AND POWERS OF
THE COLLATERAL AGENT AND THE SECURED PARTIES SHALL CONTINUE AS IF NO SUCH
PROCEEDING HAD BEEN INSTITUTED.
Section 13.
Indemnification.
(A)
THE PLEDGOR AGREES TO INDEMNIFY, REIMBURSE AND HOLD THE COLLATERAL
AGENT, EACH SECURED CREDITOR AND THEIR RESPECTIVE SUCCESSORS, PERMITTED ASSIGNS,
EMPLOYEES, AGENTS AND SERVANTS (HEREINAFTER IN THIS SECTION 13 REFERRED TO
INDIVIDUALLY AS "INDEMNITEE," AND COLLECTIVELY AS "INDEMNITEES") HARMLESS FROM
ANY AND ALL LIABILITIES, OBLIGATIONS, DAMAGES, INJURIES, PENALTIES, CLAIMS,
DEMANDS, ACTIONS, SUITS, JUDGMENTS AND ANY AND ALL REASONABLE COSTS, EXPENSES OR
DISBURSEMENTS (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) (FOR THE
PURPOSES OF THIS SECTION 13 THE FOREGOING ARE COLLECTIVELY CALLED "EXPENSES") OF
WHATSOEVER KIND AND NATURE IMPOSED ON, ASSERTED AGAINST OR INCURRED BY ANY OF
THE INDEMNITEES IN ANY WAY RELATING TO OR ARISING OUT OF THIS AGREEMENT, ANY
OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR
THEREWITH OR IN ANY OTHER WAY CONNECTED WITH THE ADMINISTRATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ENFORCEMENT OF ANY OF THE
TERMS OF, OR THE PRESERVATION OF ANY RIGHTS UNDER ANY THEREOF, OR IN ANY WAY
RELATING TO OR ARISING OUT OF THE MANUFACTURE, OWNERSHIP, ORDERING, PURCHASE,
DELIVERY, CONTROL, ACCEPTANCE, LEASE, FINANCING, POSSESSION, OPERATION,
CONDITION, SALE, RETURN OR OTHER DISPOSITION, OR USE OF THE COLLATERAL
(INCLUDING, WITHOUT LIMITATION, LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE), THE