EACH MAKER UNCONDITIONALLY AGREES TO
FOREVER INDEMNIFY, DEFEND AND HOLD HARMLESS, AND COVENANTS NOT TO SUE FOR ANY
CLAIM FOR CONTRIBUTION AGAINST, THE PAYEE FOR ANY DAMAGES, COSTS, LOSS OR
EXPENSE, INCLUDING WITHOUT LIMITATION, RESPONSE, REMEDIAL OR REMOVAL COSTS,
ARISING OUT OF ANY OF THE FOLLOWING:
(I) ANY PRESENCE, RELEASE, THREATENED
RELEASE OR DISPOSAL OF ANY HAZARDOUS OR TOXIC SUBSTANCE OR PETROLEUM BY ANY
MAKER OR OTHERWISE OCCURRING ON OR WITH RESPECT TO ITS PROPERTY (WHETHER OWNED
OR LEASED), (II) THE OPERATION OR VIOLATION OF ANY ENVIRONMENTAL LAW, WHETHER
FEDERAL, STATE, OR LOCAL, AND ANY REGULATIONS PROMULGATED THEREUNDER, BY ANY
MAKER OR OTHERWISE OCCURRING ON OR WITH RESPECT TO ITS PROPERTY (WHETHER OWNED
OR LEASED), (III) ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE IN CONNECTION
WITH ANY MAKER OR OTHERWISE OCCURRING ON OR WITH RESPECT TO ITS PROPERTY
(WHETHER OWNED OR LEASED), AND (IV) THE INACCURACY OR BREACH OF ANY
ENVIRONMENTAL REPRESENTATION, WARRANTY OR COVENANT BY ANY MAKER MADE HEREIN OR
IN ANY OTHER DOCUMENT EVIDENCING OR SECURING THE NOTE OR SETTING FORTH TERMS AND
CONDITIONS APPLICABLE THERETO OR OTHERWISE RELATING THERETO, EXCEPT FOR DAMAGES
ARISING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE PARTY CLAIMING
INDEMNIFICATION.
THIS INDEMNIFICATION SHALL SURVIVE THE PAYMENT AND
SATISFACTION OF ALL OBLIGATIONS AND THE CANCELLATION OF THIS NOTE, AND SHALL
REMAIN IN FORCE BEYOND THE EXPIRATION OF ANY APPLICABLE STATUTE OF LIMITATIONS
AND PAYMENT OR SATISFACTION IN FULL OF ANY SINGLE CLAIM UNDER THIS
INDEMNIFICATION.
THIS INDEMNIFICATION SHALL BE BINDING UPON THE SUCCESSORS AND
ASSIGNS OF EACH MAKER AND SHALL INURE TO THE BENEFIT OF THE PAYEE, ITS
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND COLLATERAL TRUSTEES, AND THEIR
SUCCESSORS AND ASSIGNS.
16.
THE PAYEE'S DUTIES.
EXCEPT FOR THE SAFE
CUSTODY OF ANY COLLATERAL IN ITS POSSESSION AND THE ACCOUNTING FOR MONEYS
ACTUALLY RECEIVED BY IT HEREUNDER, THE PAYEE SHALL HAVE
22
NO DUTY AS TO ANY COLLATERAL OR AS TO THE TAKING OF ANY NECESSARY STEPS TO
PRESERVE RIGHTS AGAINST PRIOR PARTIES OR ANY OTHER RIGHTS PERTAINING TO ANY
COLLATERAL.
THE PAYEE SHALL BE DEEMED TO HAVE EXERCISED REASONABLE CARE IN THE
CUSTODY AND PRESERVATION OF ANY COLLATERAL IN ITS POSSESSION IF SUCH COLLATERAL
IS ACCORDED TREATMENT SUBSTANTIALLY EQUAL TO THAT WHICH THE PAYEE ACCORDS ITS
OWN PROPERTY.
IF ANY MAKER FAILS TO PERFORM ANY AGREEMENT CONTAINED HEREIN,
PAYEE MAY ITSELF PERFORM, OR CAUSE PERFORMANCE OF, SUCH AGREEMENT, AND THE
EXPENSES OF THE PAYEE INCURRED IN CONNECTION THEREWITH SHALL BE PAYABLE BY THE
MAKERS UNDER SECTION 15 HEREOF, AND BE A PART OF THE OBLIGATIONS REPRESENTED BY
THIS NOTE.
17.
HAMILTON LC COLLATERAL.
EXCEPT AS PROVIDED
IN SECTION 11(H), PAYEE SHALL RETAIN ALL OF ITS RIGHT, TITLE AND INTEREST TO ANY
COLLATERAL SUPPORTING THE HAMILTON LC AND ANY DECREASE IN SUCH COLLATERAL AS A
RESULT OF THE A REDUCTION IN THE HAMILTON LC IN ACCORDANCE WITH THE HAMILTON
SALES AGREEMENT SHALL INURE SOLELY TO THE BENEFIT OF PAYEE.
18.
AMENDMENT AND WAIVER.
EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, THE PROVISIONS OF THIS