Lender, in
connection with the enforcement, collection or protection of its rights in
connection with the Loan Documents, including its rights under this Section, or
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 Borrowers under this Section include costs and
expenses incurred in connection with:
(I)
APPRAISALS AND INSURANCE 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, TOGETHER WITH THE REASONABLE FEES AND
EXPENSES ASSOCIATED WITH COLLATERAL MONITORING SERVICES PERFORMED BY THE
ADMINISTRATIVE AGENT (AND THE BORROWERS AGREE TO MODIFY OR ADJUST THE
COMPUTATION OF THE BORROWING BASE - WHICH MAY INCLUDE MAINTAINING ADDITIONAL
RESERVES, MODIFYING THE ADVANCE RATES OR MODIFYING THE ELIGIBILITY CRITERIA FOR
THE COMPONENTS OF THE BORROWING BASE - TO THE EXTENT REQUIRED BY THE
ADMINISTRATIVE AGENT AS A RESULT OF ANY SUCH EVALUATION, APPRAISAL OR
MONITORING);
(III)
BACKGROUND CHECKS REGARDING SENIOR MANAGEMENT AND/OR KEY
INVESTORS, AS DEEMED NECESSARY OR APPROPRIATE IN THE SOLE DISCRETION OF THE
ADMINISTRATIVE AGENT;
(IV)
TAXES, FEES AND OTHER CHARGES FOR (A) LIEN AND TITLE SEARCHES
AND TITLE INSURANCE AND (B) RECORDING THE COLLATERAL DOCUMENTS, FILING FINANCING
STATEMENTS AND
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CONTINUATIONS, AND OTHER ACTIONS TO PERFECT, PROTECT, AND CONTINUE THE LIENS OF
THE ADMINISTRATIVE AGENT;
(V)
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
(VI)
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.
All of the foregoing costs and expenses may be charged when due to the Borrowers
as Revolving Loans or to another deposit account, all as described in Section
2.18(c).
(B)
THE BORROWERS SHALL, JOINTLY AND SEVERALLY, INDEMNIFY THE
AGENTS, THE ISSUING BANKS 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, 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 ANY ISSUING BANK TO HONOR A
DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN
CONNECTION WITH