OF THE AGENT) PAID OR INCURRED
BY THE AGENT OR THE ARRANGER IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION, DELIVERY, REVIEW, AMENDMENT, MODIFICATION, AND ADMINISTRATION OF THE
LOAN DOCUMENTS.
THE BORROWER ALSO AGREES TO REIMBURSE THE AGENT, THE ARRANGER
AND THE LENDERS FOR ANY COSTS, INTERNAL CHARGES AND OUT-OF-POCKET EXPENSES
(INCLUDING ATTORNEYS' FEES AND TIME CHARGES OF ATTORNEYS FOR THE AGENT, THE
ARRANGER AND THE LENDERS, WHICH ATTORNEYS MAY BE EMPLOYEES OF THE AGENT, THE
ARRANGER OR THE LENDERS) PAID OR INCURRED BY THE AGENT, THE ARRANGER OR ANY
LENDER IN CONNECTION WITH THE COLLECTION AND ENFORCEMENT OF THE LOAN DOCUMENTS.
(B)
THE BORROWER HEREBY FURTHER AGREES TO
INDEMNIFY THE AGENT, THE ARRANGER, EACH LENDER, THEIR RESPECTIVE AFFILIATES, AND
EACH OF THEIR DIRECTORS, OFFICERS AND EMPLOYEES AGAINST ALL LOSSES, CLAIMS,
DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION THEREFOR WHETHER OR NOT
THE AGENT, THE ARRANGER, ANY LENDER OR ANY AFFILIATE IS A PARTY THERETO) WHICH
ANY OF THEM MAY PAY OR INCUR ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER LOAN DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREBY OR THE DIRECT OR
INDIRECT APPLICATION OR PROPOSED APPLICATION OF THE PROCEEDS OF ANY LOAN
HEREUNDER EXCEPT TO THE EXTENT THAT THEY ARE DETERMINED BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
THE PARTY SEEKING INDEMNIFICATION.
THE OBLIGATIONS OF THE BORROWER UNDER THIS
SECTION 9.6 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
9.7
NUMBERS OF DOCUMENTS.
ALL STATEMENTS,
NOTICES, CLOSING DOCUMENTS, AND REQUESTS HEREUNDER SHALL BE FURNISHED TO THE
AGENT WITH SUFFICIENT COUNTERPARTS SO THAT THE AGENT MAY FURNISH ONE TO EACH OF
THE LENDERS.
9.8
ACCOUNTING.
EXCEPT AS PROVIDED TO THE
CONTRARY HEREIN, ALL ACCOUNTING TERMS USED HEREIN SHALL BE INTERPRETED AND ALL
ACCOUNTING DETERMINATIONS HEREUNDER SHALL BE MADE IN ACCORDANCE WITH AGREEMENT
ACCOUNTING PRINCIPLES OR SAP, AS APPLICABLE EXCEPT THAT ANY CALCULATION OR
DETERMINATION WHICH IS TO BE MADE ON A CONSOLIDATED BASIS SHALL BE MADE FOR THE
BORROWER AND ALL ITS SUBSIDIARIES, INCLUDING THOSE SUBSIDIARIES, IF ANY, WHICH
ARE UNCONSOLIDATED ON THE BORROWER'S AUDITED FINANCIAL STATEMENTS, AND PROVIDED
THAT, IF THE BORROWER NOTIFIES THE AGENT THAT THE BORROWER WISHES TO AMEND ANY
PROVISION HEREOF TO ELIMINATE THE EFFECT OF ANY CHANGE IN GAAP OR SAP (OR IF THE
AGENT NOTIFIES THE BORROWER THAT THE REQUIRED LENDERS WISH TO AMEND ANY
PROVISION HEREOF FOR SUCH PURPOSE), THEN SUCH PROVISION SHALL BE APPLIED ON THE
BASIS OF GAAP OR SAP IN EFFECT IMMEDIATELY BEFORE THE RELEVANT CHANGE IN GAAP OR
SAP BECAME EFFECTIVE, UNTIL EITHER SUCH NOTICE IS WITHDRAWN OR SUCH PROVISION IS
AMENDED IN A MANNER SATISFACTORY TO THE BORROWER AND THE REQUIRED LENDERS.
9.9
SEVERABILITY OF PROVISIONS.
ANY PROVISION
IN ANY LOAN DOCUMENT THAT IS HELD TO BE INOPERATIVE, UNENFORCEABLE, OR INVALID
IN ANY JURISDICTION SHALL, AS TO THAT JURISDICTION, BE INOPERATIVE,
UNENFORCEABLE, OR INVALID WITHOUT AFFECTING THE REMAINING PROVISIONS IN THAT
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JURISDICTION OR THE OPERATION, ENFORCEABILITY, OR VALIDITY OF