(II) TAKES ANY ACTION TO PROTECT, COLLECT, SELL, LIQUIDATE OR
OTHERWISE DISPOSE OF THE COLLATERAL ANY OTHER COLLATERAL SECURING THE
OBLIGATIONS HEREUNDER (OTHER THAN ANY ACTION BY BORROWER AGAINST AND DETERMINED
ADVERSELY TO BANK AND/OR ITS ASSIGNS FOR BREACH OF ANY OBLIGATION OF THE "BANK"
HEREUNDER AND/OR UNDER ANY RELATED DOCUMENT); AND/OR (III) SEEKS TO ENFORCE OR
ENFORCES ANY OF THE BANK'S RIGHTS AND REMEDIES WITH RESPECT TO THE BORROWER.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH COSTS, CHARGES, FEES AND
EXPENSES SHALL INCLUDE:
(I)
REASONABLE FEES, COSTS AND EXPENSES OF
ATTORNEYS, ACCOUNTANTS AND CONSULTANTS; COURT COSTS AND EXPENSES; COURT REPORTER
FEES, COSTS AND EXPENSES; LONG DISTANCE TELEPHONE CHARGES; TELECOPIER CHARGES;
AND EXPENSES FOR TRAVEL, LODGING AND FOOD; AND
32
(II)
ANY AND ALL FEES, COSTS, AND EXPENSES OF
WHATEVER KIND OR NATURE REASONABLY INCURRED IN CONNECTION WITH THE CREATION,
PRESERVATION OR PROTECTION OF THE BANK'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 FEES, COSTS
AND EXPENSES IN CONNECTION WITH PROTECTING, MAINTAINING OR PRESERVING THE
COLLATERAL AND THE BANK'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)
THE BORROWER FURTHER AGREES TO PAY, AND TO
SAVE THE BANK HARMLESS FROM ALL LIABILITY FOR, ANY STAMP OR OTHER TAXES WHICH
MAY BE PAYABLE IN CONNECTION WITH THE EXECUTION OR DELIVERY OF THIS AGREEMENT,
THE RELATED DOCUMENTS, THE BORROWING HEREUNDER, OR THE ISSUANCE OF THE NOTES OR
OF ANY OTHER INSTRUMENTS OR DOCUMENTS PROVIDED FOR HEREIN OR DELIVERED OR TO HE
DELIVERED HEREUNDER OR IN CONNECTION HEREWITH.
(D)
ALL OF THE BORROWER'S OBLIGATIONS PROVIDED
FOR IN THIS SECTION 11.5 SHALL BE OBLIGATIONS, AND SHALL SURVIVE REPAYMENT OF
ANY LOAN, CANCELLATION OF ANY NOTE, OR ANY TERMINATION OF THIS AGREEMENT OR ANY
RELATED DOCUMENT.
SECTION 11.6.
INTEREST ON ADVANCES.
WHENEVER UNDER THE PROVISIONS OF THIS
AGREEMENT OR OF ANY OF THE RELATED DOCUMENTS, THE BORROWER IS OBLIGATED TO PAY
CERTAIN EXPENSES OF THE BANK OR TO REIMBURSE THE BANK FOR AMOUNTS ADVANCED BY
IT, WHETHER SUCH ADVANCE IS BY REASON OF A DEFAULT BY THE BORROWER OR OTHERWISE,
THE AMOUNTS SO ADVANCED SHALL, AFTER THREE (3) DAYS PRIOR NOTICE FROM BANK TO
BORROWER, BEAR INTEREST AT THE APPLICABLE INTEREST RATE.
SECTION 11.7.
INDEMNIFICATION.
IN CONSIDERATION OF THE BANK'S EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE BANK'S AGREEMENT TO MAKE ANY DISBURSEMENT OF
THE LOAN HEREUNDER, THE BORROWER HEREBY AGREES TO INDEMNIFY, EXONERATE AND HOLD
THE BANK AND EACH OF ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (HEREIN
COLLECTIVELY CALLED THE "BANK PARTIES" AND INDIVIDUALLY CALLED A "BANK PARTY")
FREE AND HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS,
LOSSES, COSTS