ALL COSTS, EXPENSES, TAXES AND FEES INCURRED BY THE ADMINISTRATIVE AGENT IN
CONNECTION WITH THE PERFECTION, REGISTRATION, MAINTENANCE, ADMINISTRATION,
CUSTODY AND PRESERVATION OF THE PLEDGED COLLATERAL, INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO ANY AND ALL STAMP, INTANGIBLE OR OTHER TAXES THAT
MAY BE PAYABLE OR DETERMINED IN THE FUTURE TO BE PAYABLE IN CONNECTION WITH THIS
PLEDGE AGREEMENT AND ALL OTHER DOCUMENTS EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, AND RELATING TO RELEASES AND CONSENTS; AND (III) ALL COSTS, EXPENSES,
TAXES AND FEES INCURRED BY ANY OF THE SECURED PARTIES IN CONNECTION WITH OR
AFTER THE OCCURRENCE OF ANY EVENT OF DEFAULT, INCLUDING, WITHOUT LIMITATION, IN
CONNECTION WITH (A) THE NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF ANY
WAIVER, AMENDMENT OR CONSENT BY THE SECURED PARTIES, (B) THE NEGOTIATION OF ANY
RESTRUCTURING OR WORKOUT TRANSACTION, AND THE PREPARATION, EXECUTION AND
DELIVERY OF ANY DOCUMENTS PREPARED IN CONNECTION THEREWITH, AND (C) ENFORCEMENT
OR FORECLOSURE WITH RESPECT TO THIS PLEDGE AGREEMENT, IN ALL SUCH CASES SUCH
COSTS, EXPENSES, TAXES AND FEES SHALL INCLUDE, WITHOUT LIMITATION, THE
REASONABLE DISBURSEMENTS AND REASONABLE PROFESSIONAL FEES ACTUALLY INCURRED OF
COUNSEL TO ANY SECURED PARTY.
TO THE EXTENT THAT ANY SUCH FEES AND EXPENSES ARE
SUBJECT TO VALUE ADDED TAXES, SUCH TAXES WILL BE PAID BY THE PLEDGOR.
TO THE
EXTENT REIMBURSEMENT IS SOUGHT PURSUANT TO THIS
12
SECTION 13 OR ANY OTHER DOCUMENT EXECUTED PURSUANT HERETO, THE SECURED PARTIES
SHALL SUBMIT TO THE PLEDGOR A STATEMENT OF EXPENSES TO BE PAID BY THE PLEDGOR.
SUCH EXPENSES SHALL BE DUE AND PAYABLE WITHIN THIRTY (30) DAYS OF THE DATE OF
THE ORIGINAL STATEMENT TO THE EXTENT THAT SUCH SECURED PARTY IS ENTITLED TO SUCH
REIMBURSEMENT.
14.
INDEMNITY.
THE PLEDGOR WILL INDEMNIFY AND HOLD HARMLESS EACH OF THE
SECURED PARTIES AND EACH OF THEIR RESPECTIVE EMPLOYEES, REPRESENTATIVES,
OFFICERS AND DIRECTORS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES,
INVESTIGATIONS, LOSSES, DAMAGES, ACTIONS, AND DEMANDS BY ANY PARTY AGAINST THE
SECURED PARTIES OR ANY OF THEM RESULTING FROM ANY BREACH OR ALLEGED BREACH BY
THE PLEDGOR OF ANY REPRESENTATION OR WARRANTY MADE HEREUNDER, OR OTHERWISE
ARISING OUT OF THIS PLEDGE AGREEMENT, UNLESS, WITH RESPECT TO ANY OF THE ABOVE,
ANY OF THE SECURED PARTIES ARE FINALLY JUDICIALLY DETERMINED TO HAVE ACTED OR
FAILED TO ACT WITH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THIS SECTION 14
SHALL SURVIVE TERMINATION OF THIS PLEDGE AGREEMENT.
15.
LIMITATION ON THE ADMINISTRATIVE AGENT'S DUTY IN RESPECT OF PLEDGED
COLLATERAL.
THE ADMINISTRATIVE AGENT SHALL USE REASONABLE CARE WITH RESPECT TO
THE PLEDGED COLLATERAL IN ITS POSSESSION OR UNDER ITS CONTROL.
THE POWERS
CONFERRED ON THE ADMINISTRATIVE AGENT HEREUNDER ARE SOLELY TO PROTECT ITS
INTEREST IN THE PLEDGED COLLATERAL AND SHALL NOT IMPOSE ANY DUTY UPON IT TO
EXERCISE ANY SUCH POWERS.
EXCEPT FOR THE SAFE CUSTODY OF ANY PLEDGED COLLATERAL
IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS ACTUALLY RECEIVED BY IT
HEREUNDER, THE ADMINISTRATIVE AGENT SHALL HAVE NO DUTY AS TO ANY PLEDGED
COLLATERAL OR ANY INCOME THEREON, AS TO ASCERTAINING OR TAKING ACTION WITH
RESPECT