EXPENSE, LOSS OR DAMAGE
SUFFERED BY REASON OF ANY DEFENSE, SET-OFF, COUNTERCLAIM, RECOUPMENT OR
REDUCTION OF LIABILITY WHATSOEVER OF THE ACCOUNT DEBTOR, OBLIGOR OR OBLIGOR
THEREUNDER ARISING OUT OF A BREACH BY ANY CREDIT PARTY OF ANY OBLIGATION
THEREUNDER OR ARISING OUT OF ANY OTHER AGREEMENT, INDEBTEDNESS OR LIABILITY AT
ANY TIME OWING TO OR IN FAVOR OF SUCH ACCOUNT DEBTOR, OBLIGOR OR OBLIGOR OR ITS
SUCCESSORS FROM ANY CREDIT PARTY.
EACH OF THE CREDIT PARTIES ALSO AGREES TO
REIMBURSE AN INDEMNITEE AS AND WHEN BILLED BY SUCH INDEMNITEE FOR ALL SUCH
INDEMNITEE'S COSTS, EXPENSES AND FEES INCURRED IN CONNECTION WITH THE
ENFORCEMENT OR THE PRESERVATION OF SUCH INDEMNITEE'S RIGHTS UNDER THIS
AGREEMENT, THE CREDIT DOCUMENTS, THE MORTGAGE LOAN DOCUMENTS AND ANY TRANSACTION
OR EXTENSION OF CREDIT CONTEMPLATED HEREBY OR THEREBY, INCLUDING, WITHOUT
LIMITATION, THE FEES AND DISBURSEMENTS OF ITS COUNSEL.
IN THE CASE OF AN
INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS
SECTION APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH
INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY ANY CREDIT PARTY AND/OR
ANY OF THEIR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR CREDITORS, AN
INDEMNITEE OR ANY OTHER PERSON OR ANY INDEMNITEE IS OTHERWISE A PARTY THERETO
AND WHETHER OR NOT ANY TRANSACTION CONTEMPLATED HEREBY IS CONSUMMATED.
(II)
EACH BORROWER SHALL, WHETHER OR NOT ANY
TRANSACTION CONTEMPLATED HEREBY IS CONSUMMATED: (I) PAY AS WHEN BILLED BY THE
ADMINISTRATIVE AGENT, AND IN ANY EVENT WITHIN THREE (3) DAYS AFTER DEMAND FROM
THE ADMINISTRATIVE AGENT, ALL COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,
ALL FEES AND DISBURSEMENTS OF OUTSIDE LEGAL COUNSEL, ACCOUNTING, CONSULTING,
BROKERAGE OR OTHER SIMILAR PROFESSIONAL FEES OR EXPENSES, AND ANY FEES AND
EXPENSES ASSOCIATED WITH TRAVEL OR OTHER COSTS RELATING TO ANY APPRAISALS OR
EXAMINATIONS CONDUCTED IN CONNECTION WITH ANY LOANS OR ANY PROPOSED COLLATERAL,
AND THE AMOUNT OF SUCH COSTS AND EXPENSES SHALL, UNTIL PAID, BEAR INTEREST AT
THE GREATER OF (X) 5.25% PER ANNUM IN EXCESS OF THE PRIME RATE IN EFFECT FROM
TIME TO TIME OR (Y) 0.50% PER ANNUM IN EXCESS OF THE ALTERNATE BASE RATE IN
EFFECT FROM TIME TO TIME (OR AT SUCH GREATER RATE PLUS 6.00%, AT ANY TIME THE
ABR DEFAULT RATE IS APPLICABLE TO ANY LOAN)) (A) OF THE ADMINISTRATIVE AGENT IN
CONNECTION WITH THE DEVELOPMENT, PREPARATION, EXECUTION AND DELIVERY OF, AND ANY
AMENDMENT, SUPPLEMENT OR MODIFICATION TO, THIS AGREEMENT, ANY OTHER CREDIT
DOCUMENT OR ANY OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH AND
THE DOCUMENTS AND INSTRUMENTS REFERRED TO HEREIN AND THEREIN (INCLUDING, WITHOUT
LIMITATION, ALL FEES, DISBURSEMENTS AND EXPENSES OF CADWALADER, WICKERSHAM &
TAFT LLP AND/OR OTHER COUNSEL INCURRED AS OF THE DATE OF THIS AGREEMENT) AND
(B) OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE ENFORCEMENT OF THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND ANY AMENDMENT, WAIVER OR CONSENT
RELATING HERETO OR THERETO AND THE DOCUMENTS AND INSTRUMENTS REFERRED TO HEREIN
AND THEREIN; (II) PAY AND HOLD EACH INDEMNITEE HARMLESS FROM AND AGAINST ANY AND
ALL PRESENT AND FUTURE STAMP, DOCUMENTARY,