IN CONNECTION WITH THE LOANS MADE OR LETTERS OF
CREDIT ISSUED HEREUNDER, INCLUDING ALL SUCH OUT-OF POCKET EXPENSES INCURRED
DURING
ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF SUCH LOANS OR
LETTERS OF CREDIT. EXPENSES BEING REIMBURSED BY THE BORROWER UNDER THIS
SECTION INCLUDE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REASONABLE
FEES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH:
(I)
APPRAISALS AND INSURANCE REVIEWS AND ENVIRONMENTAL REVIEWS;
(II)
FIELD EXAMINATIONS AND THE PREPARATION OF REPORTS BASED ON THE FEES
CHARGED BY A THIRD PARTY RETAINED BY THE ADMINISTRATIVE AGENT OR THE INTERNALLY
ALLOCATED FEES FOR EACH PERSON EMPLOYED BY THE ADMINISTRATIVE AGENT WITH RESPECT
TO EACH FIELD EXAMINATION;
(III)
TAXES, FEES AND OTHER CHARGES FOR (A) LIEN SEARCHES AND (B) FILING
FINANCING STATEMENTS AND CONTINUATIONS, AND OTHER ACTIONS TO PERFECT, PROTECT,
AND CONTINUE THE ADMINISTRATIVE AGENT'S LIENS;
(IV)
SUMS PAID OR INCURRED TO TAKE ANY ACTION REQUIRED OF ANY LOAN PARTY UNDER
THE LOAN DOCUMENTS THAT SUCH LOAN PARTY FAILS TO PAY OR TAKE; AND
(V)
FORWARDING LOAN PROCEEDS, COLLECTING CHECKS AND OTHER ITEMS OF PAYMENT, AND
ESTABLISHING AND MAINTAINING THE ACCOUNTS AND LOCK BOXES, AND COSTS AND EXPENSES
OF PRESERVING AND PROTECTING THE COLLATERAL.
82
All of the foregoing fees, costs and expenses may be charged to the Borrower as
Revolving Loans or to another deposit account, all as described in
Section 2.18(c).
(B)
THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND
EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH
PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS
FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, INCREMENTAL TAXES,
LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS
OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE
EXECUTION OR DELIVERY OF THE LOAN DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE
OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER
TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE
OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A
DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN
CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER
OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF
ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE
BORROWER OR ANY OF ITS SUBSIDIARIES, (IV) THE FAILURE OF THE BORROWER TO DELIVER
TO THE ADMINISTRATIVE AGENT THE REQUIRED RECEIPTS OR OTHER REQUIRED DOCUMENTARY
EVIDENCE WITH RESPECT TO A PAYMENT MADE BY THE BORROWER FOR TAXES PURSUANT TO
SECTION 2.17, OR (V) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION
OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT
OR