(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 PLEDGORS.
TO THE EXTENT REIMBURSEMENT IS
SOUGHT PURSUANT TO THIS SECTION 13 OR ANY OTHER DOCUMENT EXECUTED PURSUANT
HERETO, THE SECURED PARTIES SHALL SUBMIT TO THE PLEDGORS A STATEMENT OF EXPENSES
TO BE PAID BY THE PLEDGORS.
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 PLEDGORS, JOINTLY AND SEVERALLY, 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 ANY PLEDGOR OF ANY REPRESENTATION OR WARRANTY MADE HEREUNDER, OR
OTHERWISE ARISING OUT OF THIS PLEDGE AGREEMENT, UNLESS, WITH RESPECT TO ANY OF
THE
13
above, any of the Secured Parties are finally judicially determined to have (a)
acted or failed to act with gross negligence or willful misconduct or (b)
materially breached such Secured Party's obligations hereunder following a good
faith, bona fide claim being brought by Pledgor.
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 TO CALLS, CONVERSIONS, EXCHANGES, MATURITIES, TENDERS OR OTHER MATTERS
RELATIVE TO ANY PLEDGED COLLATERAL, WHETHER OR NOT THE ADMINISTRATIVE AGENT, OR
ANY OTHER SECURED PARTY HAS OR IS DEEMED TO HAVE KNOWLEDGE OF SUCH MATTERS, OR
AS TO THE TAKING OF ANY NECESSARY STEPS TO PRESERVE RIGHTS AGAINST ANY PARTIES
OR