authority in the place and
stead of such Pledgor and in the name of such Pledgor, or otherwise, from time
to time in the Administrative Agent's discretion to take any action and to
execute any instrument consistent with the terms of the Credit Agreement and the
other Security Documents which the Administrative Agent may deem necessary or
advisable to accomplish the purposes hereof.
The foregoing grant of authority
is a power of attorney coupled with an interest and such appointment shall be
irrevocable for the term hereof.
Each Pledgor hereby ratifies all that such
attorney shall lawfully do or cause to be done by virtue hereof.
Section 11.3
Expenses.
(A)
EACH PLEDGOR WILL UPON DEMAND PAY TO THE
ADMINISTRATIVE AGENT THE AMOUNT OF ANY AND ALL COSTS AND EXPENSES, INCLUDING THE
REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND THE REASONABLE FEES AND EXPENSES
OF ANY EXPERTS AND AGENTS WHICH THE ADMINISTRATIVE AGENT MAY INCUR IN CONNECTION
WITH (I) ANY ACTION, SUIT OR OTHER PROCEEDING AFFECTING THE PLEDGED COLLATERAL
OR ANY PART THEREOF COMMENCED, IN WHICH ACTION, SUIT OR PROCEEDING THE
ADMINISTRATIVE AGENT IS MADE A PARTY OR PARTICIPATES OR IN WHICH THE RIGHT TO
USE THE PLEDGED COLLATERAL OR ANY PART THEREOF IS THREATENED, OR IN WHICH IT
BECOMES NECESSARY IN THE JUDGMENT OF THE ADMINISTRATIVE AGENT TO DEFEND OR
UPHOLD THE LIEN HEREOF (INCLUDING, WITHOUT LIMITATION, ANY ACTION, SUIT OR
PROCEEDING TO ESTABLISH OR UPHOLD THE COMPLIANCE OF THE PLEDGED COLLATERAL WITH
ANY REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY OR LAW), (II) THE COLLECTION OF
THE OBLIGATIONS, (III) THE ENFORCEMENT AND ADMINISTRATION HEREOF, (IV) THE
CUSTODY OR PRESERVATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER
REALIZATION UPON, ANY OF THE PLEDGED COLLATERAL, (V) THE EXERCISE OR ENFORCEMENT
OF ANY OF THE RIGHTS OF THE ADMINISTRATIVE AGENT OR ANY SECURED PARTY HEREUNDER
OR (VI) THE FAILURE BY ANY PLEDGOR TO PERFORM OR OBSERVE ANY OF THE PROVISIONS
HEREOF.
ALL AMOUNTS EXPENDED BY THE ADMINISTRATIVE AGENT AND PAYABLE BY ANY
PLEDGOR UNDER THIS SECTION 11.3 SHALL BE DUE UPON DEMAND THEREFOR (TOGETHER WITH
INTEREST THEREON ACCRUING AT THE HIGHEST RATE THEN IN EFFECT UNDER THE CREDIT
AGREEMENT DURING THE PERIOD FROM AND INCLUDING THE DATE ON WHICH SUCH FUNDS WERE
SO EXPENDED TO THE DATE OF REPAYMENT) AND SHALL BE PART OF THE OBLIGATIONS.
(B)
THE PLEDGORS AGREE, JOINTLY AND SEVERALLY,
TO INDEMNIFY THE ADMINISTRATIVE AGENT, EACH LENDER, THE ISSUING BANK, THE
SWINGLINE LENDER, EACH OTHER
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SECURED PARTY, EACH AFFILIATE OF ANY OF THE FOREGOING PERSONS AND EACH OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, TRUSTEES, EMPLOYEES AND AGENTS (EACH SUCH PERSON
BEING CALLED AN "INDEMNITEE"), AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS
FROM, ALL REASONABLE OUT-OF-POCKET COSTS AND ANY AND ALL LOSSES, CLAIMS,
DAMAGES, LIABILITIES AND RELATED EXPENSES, INCLUDING REASONABLE COUNSEL FEES,
CHARGES, EXPENSES AND DISBURSEMENTS, INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT OF THIS
AGREEMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER