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Section 10.02 of the Credit Agreement; provided that any such notice, request or demand to or upon the
<br />Pledgor shall be addressed to the Pledgor at its notice address set forth on Schedule 4.
<br />9.3 No Waiver by Course of Conduct; Cumulative Remedies. No Secured Party shall by any
<br />act (except by a written instrument pursuant to Section 9.1), delay, indulgence, omission or otherwise be
<br />deemed to have waived any right or remedy hereunder or to have acquiesced to any Default or Event of
<br />Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right,
<br />power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right,
<br />power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any
<br />other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any
<br />one occasion shall not be construed as a bar to any right or remedy which such Secured Party would
<br />otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be
<br />exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.
<br />9.4 Enforcement Expenses; Indemnification. (a) The Pledgor agrees to pay or reimburse each
<br />Credit Party for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting
<br />against the Pledgor under this Agreement or otherwise enforcing or preserving any rights under this
<br />Agreement and the other Loan Documents to which the Pledgor is a party, including, without limitation,
<br />the reasonable and documented fees and disbursements of counsel to each Credit Party and of counsel to
<br />the Administrative Agent to the extent the Borrower would be required to do so pursuant to Section 10.04
<br />of the Credit Agreement.
<br />(b) The Pledgor agrees to pay, and to save the Credit Parties, harmless from, any and all
<br />liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
<br />disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement,
<br />performance and administration of this Agreement to the extent the Borrower would be required to do so
<br />pursuant to Section 10.04(W of the Credit Agreement.
<br />(c) The agreements in this Section 9.4 shall survive Payment in Full.
<br />9.5 Successors and Assigns. This Agreement shall be binding upon the successors and assigns
<br />of each Pledgor and shall inure to the benefit of the Secured Parties and their successors and assigns;
<br />provided that the Pledgor may not assign, transfer or delegate any of its rights or obligations under this
<br />Agreement, except as expressly contemplated by the Credit Agreement, without the prior written consent
<br />of the Administrative Agent and any such assignment, transfer or delegation without such consent shall
<br />be null and void.
<br />9.6 Set -Off. The Pledgor hereby irrevocably authorizes each Credit Party at any time and from
<br />time to time pursuant to, and to the extent set forth in, Section 10.08 of the Credit Agreement, upon any
<br />amount becoming due and payable hereunder, without notice to the Pledgor, any such notice being
<br />expressly waived by the Pledgor, to set-off and appropriate and apply any and all deposits (general or
<br />special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or
<br />claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or
<br />unmatured, at any time held or owing by
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