of Default.
No failure to exercise, nor any delay in exercising on the
part of the Administrative Agent or any Lender, any right, power or privilege
hereunder shall operate as a waiver thereof.
No single or partial exercise of
any right, power or privilege hereunder shall preclude any other or further
exercise thereof or the exercise of any other right, power or privilege.
A
waiver by the Administrative Agent or any Lender 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 Lender 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.
15
Enforcement Expenses, Indemnification.
(A)
EACH PLEDGOR AGREES, JOINTLY AND SEVERALLY,
TO PAY OR REIMBURSE EACH LENDER AND THE ADMINISTRATIVE AGENT FOR ALL ITS
REASONABLE COSTS AND EXPENSES INCURRED IN CONNECTION WITH ENFORCING OR
PRESERVING ANY RIGHTS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH
SUCH PLEDGOR IS A PARTY, (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY
WORKOUT, RESTRUCTURING, BANKRUPTCY OR OTHER SIMILAR PROCEEDING), INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL TO EACH
LENDER AND OF COUNSEL TO THE ADMINISTRATIVE AGENT.
(B)
EACH PLEDGOR AGREES, JOINTLY AND SEVERALLY,
TO PAY, AND TO SAVE THE ADMINISTRATIVE AGENT AND THE LENDERS HARMLESS FROM, ANY
AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING, ANY
AND ALL STAMP, EXCISE, SALES OR OTHER TAXES (IN EACH CASE, SUBJECT TO
SECTION 3.01 OF THE CREDIT AGREEMENT) 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 PLEDGOR AGREES, JOINTLY AND SEVERALLY,
TO PAY, AND TO SAVE THE ADMINISTRATIVE AGENT AND THE LENDERS HARMLESS 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
BORROWER WOULD BE REQUIRED TO DO SO PURSUANT TO SECTION 10.04 OF THE CREDIT
AGREEMENT.
(D)
THE AGREEMENTS IN THIS SECTION 7.4 SHALL
SURVIVE TERMINATION OF THE COMMITMENTS AND REPAYMENT OF THE OBLIGATIONS AND ALL
OTHER AMOUNTS PAYABLE UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
Waiver of Jury Trial.
EACH PLEDGOR HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO A JURY TRIAL WITH RESPECT
TO ANY ACTION, CLAIM OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE IN
CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.
Successors and Assigns.
This Agreement shall be binding upon the successors and
assigns of the Pledgors and shall inure to the benefit of the Pledgors (and
shall bind all Persons who become bound as a Pledgor under this