THE LENDERS) PAID OR
INCURRED BY THE ADMINISTRATIVE AGENT, THE ARRANGERS, THE LC ISSUER OR ANY LENDER
IN CONNECTION WITH THE COLLECTION AND ENFORCEMENT OF THE LOAN DOCUMENTS.
EXPENSES BEING REIMBURSED BY THE BORROWER UNDER THIS SECTION INCLUDE, WITHOUT
LIMITATION, THE COST AND EXPENSE OF OBTAINING AN APPRAISAL OF EACH PARCEL OF
REAL PROPERTY OR INTEREST IN REAL PROPERTY DESCRIBED IN ANY RELEVANT COLLATERAL
DOCUMENT, WHICH APPRAISAL SHALL BE IN CONFORMITY WITH THE APPLICABLE
REQUIREMENTS OF ANY LAW OR ANY GOVERNMENTAL RULE, REGULATION, POLICY, GUIDELINE
OR DIRECTIVE (WHETHER OR NOT HAVING THE FORCE OF LAW), OR ANY INTERPRETATION
THEREOF, INCLUDING, WITHOUT LIMITATION, THE PROVISIONS OF TITLE XI OF FIRREA,
AND ANY RULES PROMULGATED TO IMPLEMENT SUCH PROVISIONS AND COSTS AND EXPENSES
INCURRED IN CONNECTION WITH THE REPORTS DESCRIBED IN THE FOLLOWING SENTENCE.
THE BORROWER ACKNOWLEDGES THAT FROM TIME TO TIME JPMORGAN MAY PREPARE AND MAY
DISTRIBUTE TO THE LENDERS (BUT SHALL HAVE NO OBLIGATION OR DUTY TO PREPARE OR TO
DISTRIBUTE TO THE LENDERS) CERTAIN AUDIT REPORTS (THE "REPORTS") PERTAINING TO
THE BORROWER'S ASSETS FOR INTERNAL USE BY JPMORGAN FROM INFORMATION FURNISHED TO
IT BY OR ON BEHALF OF THE BORROWER, AFTER JPMORGAN HAS EXERCISED ITS RIGHTS OF
INSPECTION PURSUANT TO THIS AGREEMENT.
(II)
THE BORROWER HEREBY FURTHER AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT, THE ARRANGERS, THE LC ISSUER, 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 ADMINISTRATIVE AGENT, THE ARRANGERS, THE
LC ISSUER, ANY LENDER OR ANY AFFILIATE IS A PARTY THERETO, AND ALL REASONABLE
ATTORNEYS' AND PARALEGALS' FEES, TIME CHARGES AND EXPENSES OF ATTORNEYS AND
PARALEGALS OF THE PARTY SEEKING INDEMNIFICATION) 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 CREDIT EXTENSION HEREUNDER EXCEPT TO
THE EXTENT THAT THEY ARE DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT 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 ADMINISTRATIVE AGENT WITH
SUFFICIENT COUNTERPARTS SO THAT THE ADMINISTRATIVE AGENT MAY FURNISH ONE TO EACH
OF THE LENDERS, TO THE EXTENT THAT THE ADMINISTRATIVE AGENT DEEMS APPROPRIATE.
9.8.
ACCOUNTING.
EXCEPT AS PROVIDED TO THE CONTRARY HEREIN, ALL
ACCOUNTING TERMS USED IN THE CALCULATION OF ANY FINANCIAL COVENANT OR TEST SHALL
BE INTERPRETED AND ALL ACCOUNTING DETERMINATIONS HEREUNDER IN THE CALCULATION OF
ANY FINANCIAL COVENANT OR TEST SHALL BE MADE IN ACCORDANCE WITH AGREEMENT
ACCOUNTING PRINCIPLES.
IF ANY CHANGES IN GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ARE HEREAFTER REQUIRED OR PERMITTED AND ARE ADOPTED BY THE BORROWER
OR ANY OF ITS SUBSIDIARIES WITH