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, EACH OTHER 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 DOCUMENT EVIDENCING THE
OBLIGATIONS (INCLUDING, WITHOUT LIMITATION, ANY MISREPRESENTATION BY ANY PLEDGOR
IN THIS AGREEMENT, THE CREDIT AGREEMENT, OTHER LOAN DOCUMENT OR ANY OTHER
DOCUMENT EVIDENCING THE OBLIGATIONS); PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS
TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES,
LIABILITIES OR RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT
JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OR BAD FAITH OF SUCH INDEMNITEE.
(C)
THE PROVISIONS OF THIS SECTION 11.3 SHALL
REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT REGARDLESS OF THE EXPIRATION OF
THE TERM OF THIS AGREEMENT, THE REPAYMENT OF ANY OF THE LOANS, THE EXPIRATION OF
THE COMMITMENTS, THE INVALIDITY OR UNENFORCEABILITY OF ANY TERM OR PROVISION OF
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY INVESTIGATION MADE BY OR ON
BEHALF OF THE AGENTS OR ANY LENDER.
ALL AMOUNTS DUE UNDER THIS SECTION 11.3
SHALL BE
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PAYABLE PROMPTLY (BUT IN ANY EVENT NO MORE THAN 10 DAYS FOLLOWING) UPON WRITTEN
DEMAND THEREFOR ACCOMPANIED BY REASONABLE DOCUMENTATION WITH RESPECT TO ANY
REIMBURSEMENT, INDEMNIFICATION OR OTHER AMOUNT REQUESTED.
Section 11.4
Continuing Security Interest;
Assignment.
This Agreement shall create a continuing security interest in the
Pledged Collateral and shall (a) be binding upon the Pledgors, their respective
successors and assigns and (b) inure, together with the rights and remedies of
the Administrative Agent hereunder, to the benefit of the Administrative Agent
and the other Secured Parties and each of their permitted respective successors,
transferees and assigns.
No other Persons (including, without limitation, any
other creditor of