ENFORCEMENT,
COLLECTION OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH THE LOAN DOCUMENTS,
INCLUDING ITS RIGHTS UNDER THIS SECTION 9.03, OR IN CONNECTION WITH THE LOANS
MADE, B/AS ACCEPTED AND PURCHASED 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, B/AS OR LETTERS OF
CREDIT.
EXPENSES BEING REIMBURSED BY THE BORROWERS UNDER THIS SECTION 9.03
INCLUDE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, REASONABLE COSTS AND
EXPENSES INCURRED IN CONNECTION WITH:
(I) APPRAISALS (LIMITED TO SPECIFIED PER DIEM COSTS AND EXPENSES);
(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 (LIMITED TO SPECIFIED PER DIEM COSTS AND EXPENSES);
(III) LIEN AND TITLE SEARCHES AND TITLE INSURANCE;
(IV) TAXES, FEES AND OTHER CHARGES FOR RECORDING THE MORTGAGES, FILING FINANCING
STATEMENTS AND CONTINUATIONS, AND OTHER ACTIONS TO PERFECT, PROTECT, AND
CONTINUE THE ADMINISTRATIVE AGENT'S LIENS;
(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 to the Parent Borrower as
Revolving Loans or to another deposit account, all as described in
Section 2.18(c).
The above list shall not be construed to negate any specific
limitation on the Loan Parties' obligations to reimburse items hereunder.
(B)
THE BORROWERS, AS APPLICABLE, 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,
LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF ONE COUNSEL FOR THE INDEMNITEES (IN ADDITION TO ONE LOCAL
COUNSEL IN EACH RELEVANT JURISDICTION, INCLUDING CANADIAN LOCAL COUNSEL), EXCEPT
IN THE CASE WHERE THERE IS A DIVERGENT OR CONFLICTING INTEREST BETWEEN THE
ADMINISTRATIVE AGENT AND THE LENDERS, IN WHICH CASE THERE SHALL BE ONE SEPARATE
COUNSEL FOR THE ADMINISTRATIVE AGENT, ON THE ONE HAND, AND THE LENDERS AS A
GROUP, ON THE OTHER HAND, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING
OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF
ANY LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE
PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS
THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS
CONTEMPLATED THEREBY, (II) ANY LOAN, B/A 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