CHARGEABLE UNDER SECTION 2.12(C) OF THE CREDIT AGREEMENT.
13.
EXPENSES.
THE PLEDGORS SHALL, JOINTLY AND SEVERALLY, PAY (I) ALL
REASONABLE COSTS, EXPENSES, TAXES AND FEES INCURRED BY THE ADMINISTRATIVE AGENT
IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION AND DELIVERY OF THIS
PLEDGE AGREEMENT AND ALL CERTIFICATES, OPINIONS AND OTHER DOCUMENTS RELATING TO
THESE TRANSACTIONS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE DISBURSEMENTS
AND PROFESSIONAL FEES OF KING & SPALDING LLP, COUNSEL TO THE ADMINISTRATIVE
AGENT, IN ALL CASES WHETHER OR NOT THE TRANSACTION CONTEMPLATED HEREBY SHALL BE
CONSUMMATED; (II) 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
12
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 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 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