VIOLATION OF THE LAWS OF ANY COUNTRY, STATE OR OTHER
GOVERNMENTAL BODY OR UNIT, ANY TORT (INCLUDING, WITHOUT LIMITATION, CLAIMS
ARISING OR IMPOSED UNDER THE DOCTRINE OF STRICT LIABILITY, OR FOR OR ON ACCOUNT
OF
10
INJURY TO OR THE DEATH OF ANY PERSON (INCLUDING ANY INDEMNITEE), OR PROPERTY
DAMAGE; PROVIDED THAT NO INDEMNITEE SHALL BE INDEMNIFIED PURSUANT TO THIS
SECTION 13(A) FOR LOSSES, DAMAGES OR LIABILITIES TO THE EXTENT CAUSED BY THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
THE PLEDGOR AGREES
THAT UPON WRITTEN NOTICE BY ANY INDEMNITEE OF THE ASSERTION OF SUCH A LIABILITY,
OBLIGATION, DAMAGE, INJURY, PENALTY, CLAIM, DEMAND, ACTION, SUIT OR JUDGMENT,
THE PLEDGOR SHALL ASSUME FULL RESPONSIBILITY FOR THE DEFENSE THEREOF.
EACH
INDEMNITEE AGREES TO USE ITS BEST EFFORTS TO PROMPTLY NOTIFY THE PLEDGOR OF ANY
SUCH ASSERTION OF WHICH SUCH INDEMNITEE HAS KNOWLEDGE.
(B)
WITHOUT LIMITING THE APPLICATION OF SECTION 13(A), THE PLEDGOR
AGREES TO PAY, OR REIMBURSE THE COLLATERAL AGENT FOR, ANY AND ALL REASONABLE
FEES, COSTS AND EXPENSES OF WHATEVER KIND OR NATURE INCURRED IN CONNECTION WITH
THE CREATION, PRESERVATION OR PROTECTION OF THE COLLATERAL AGENT'S LIENS ON, AND
SECURITY INTEREST IN, THE COLLATERAL, INCLUDING; WITHOUT LIMITATION, ALL FEES
AND TAXES IN CONNECTION WITH THE RECORDING OR FILING OF INSTRUMENTS AND
DOCUMENTS IN PUBLIC OFFICES, PAYMENT OR DISCHARGE OF ANY TAXES OR LIENS UPON OR
IN RESPECT OF THE COLLATERAL, PREMIUMS FOR INSURANCE WITH RESPECT TO THE
COLLATERAL AND ALL OTHER REASONABLE FEES, COSTS AND EXPENSES IN CONNECTION WITH
PROTECTING, MAINTAINING OR PRESERVING THE COLLATERAL AND THE COLLATERAL AGENT'S
INTEREST THEREIN, WHETHER THROUGH JUDICIAL PROCEEDINGS OR OTHERWISE, OR IN
DEFENDING OR PROSECUTING ANY ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THE COLLATERAL.
(C)
IF AND TO THE EXTENT THAT THE OBLIGATIONS OF THE PLEDGOR UNDER
THIS SECTION 13 ARE UNENFORCEABLE FOR ANY REASON, THE PLEDGOR HEREBY AGREES TO
MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF SUCH
OBLIGATIONS WHICH IS PERMISSIBLE UNDER APPLICABLE LAW.
(D)
ANY AMOUNTS PAID BY ANY INDEMNITEE AS TO WHICH SUCH INDEMNITEE HAS
THE RIGHT TO REIMBURSEMENT SHALL CONSTITUTE OBLIGATIONS SECURED BY THE
COLLATERAL.
THE INDEMNITY OBLIGATIONS OF THE PLEDGOR CONTAINED IN THIS SECTION
13 SHALL CONTINUE IN FULL FORCE AND EFFECT NOTWITHSTANDING THE PAYMENT OF ALL OF
THE LOANS ISSUED UNDER THE CREDIT AGREEMENT AND THE PAYMENT OF ALL OTHER
OBLIGATIONS THEREUNDER AND NOTWITHSTANDING THE DISCHARGE THEREOF.
Section 14.
Amendments, etc.
This Agreement may not be amended,
modified or waived except with the written consent of the Pledgor and the
Collateral Agent (with the consent of the Required Lenders or, to the extent
required by Section 11.1 of the Credit Agreement, all of the Lenders).
Any
amendment, modification or supplement of or to any provision of this Agreement,
any termination or waiver of any provision of this Agreement and any consent to
any departure by the Pledgor from the terms of any provision of this Agreement
shall be effective only in the specific instance and for the specific purpose