any other or further exercise thereof or the exercise
of any other right, power or privilege.
A waiver by the Administrative Agent or
any other Secured Party of any right or remedy hereunder on any one occasion
shall not be construed as a bar to any right or remedy which the Administrative
Agent or such other Secured Party would otherwise have on any future occasion.
The rights and remedies herein provided are cumulative, may be exercised singly
or concurrently and are not exclusive of any other rights or remedies provided
by law.
8.6
EXPENSES AND INDEMNIFICATION.
(a)
EACH GRANTOR SHALL UPON DEMAND PAY TO THE ADMINISTRATIVE AGENT THE
AMOUNT OF ANY AND ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING THE
REASONABLE FEES AND EXPENSES OF COUNSEL AND OF ANY EXPERTS, ADVISORS, AND
AGENTS, THAT THE ADMINISTRATIVE AGENT MAY INCUR IN CONNECTION WITH (I) THE
ADMINISTRATION OF THIS AGREEMENT, (II) THE CUSTODY, INSPECTION, AUDITING,
PRESERVATION, USE OR OPERATION 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 OR REMEDIES OF THE ADMINISTRATIVE AGENT OR THE OTHER SECURED
PARTIES HEREUNDER OR (IV) THE FAILURE BY ANY GRANTOR TO PERFORM OR OBSERVE ANY
OF THE PROVISIONS OF THIS AGREEMENT.
(b)
EACH GRANTOR SHALL UPON DEMAND PAY TO THE SECURED PARTIES ANY AND ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES, INCLUDING THE REASONABLE FEES AND
EXPENSES OF COUNSEL AND OF ANY EXPERTS, ADVISORS OR AGENTS, THAT THE SECURED
PARTIES MAY INCUR IN CONNECTION WITH THE COLLECTION OR ENFORCEMENT OF THE
OBLIGATIONS OR THE EXERCISE OR ENFORCEMENT OF ANY OTHER RIGHTS OR REMEDIES UNDER
THIS AGREEMENT.
(c)
EACH GRANTOR AGREES TO PAY, AND SUBJECT TO SECTION 4.2 OF THE LOAN
AGREEMENT, TO HOLD EACH OF THE SECURED PARTIES HARMLESS FROM, ANY AND ALL
LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY
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DELAY IN PAYING, ANY AND ALL STAMP, EXCISE, SALES OR OTHER TAXES (EXCEPT
EXCLUDED TAXES) ACTUALLY PAID OR DETERMINED TO BE PAYABLE WITH RESPECT TO ANY OF
THE COLLATERAL OR IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT.
(d)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER
LOAN DOCUMENTS, EACH GRANTOR AGREES TO INDEMNIFY, DEFEND AND SAVE AND HOLD
HARMLESS EACH SECURED PARTY AND EACH OF ITS RELATED PARTIES (EACH, AN
"INDEMNITEE") FROM AND AGAINST, AND SHALL PAY ON DEMAND, ANY AND ALL CLAIMS,
DAMAGES, LOSSES, LIABILITIES, PENALTIES, JUDGMENTS, DISBURSEMENTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF COUNSEL)
INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE, ARISING
OUT OF OR IN CONNECTION WITH OR RESULTING FROM THE NEGOTIATION, EXECUTION,
DELIVERY, PERFORMANCE, ADMINISTRATION OR ENFORCEMENT OF THIS AGREEMENT, EXCEPT
TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, PENALTY, JUDGMENT,
DISBURSEMENT, OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE JUDGMENT BY A COURT
OF COMPETENT JURISDICTION TO HAVE RESULTED FROM (1) SUCH INDEMNITEE'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OR (2) SUCH INDEMNITEE'S BREACH OF ITS
OBLIGATIONS HEREUNDER IN