AND ASSESSMENTS), IN EACH CASE INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF LEGAL COUNSEL TO THE ADMINISTRATIVE AGENT OR SUCH RELATED
PERSONS, FEES, COSTS AND EXPENSES INCURRED IN CONNECTION WITH INTRALINKS® OR ANY
OTHER E-SYSTEM AND ALLOCATED TO THE FACILITIES BY THE ADMINISTRATIVE AGENT IN
ITS SOLE DISCRETION AND FEES, CHARGES AND DISBURSEMENTS OF THE AUDITORS,
APPRAISERS, PRINTERS AND OTHER OF THEIR RELATED PERSONS RETAINED BY OR ON BEHALF
OF ANY OF THEM OR
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ANY OF THEIR RELATED PERSONS, (B) THE ADMINISTRATIVE AGENT FOR ALL REASONABLE
COSTS AND EXPENSES INCURRED BY IT OR ANY OF ITS RELATED PERSONS IN CONNECTION
WITH INTERNAL AUDIT REVIEWS, FIELD EXAMINATIONS AND COLLATERAL EXAMINATIONS
(WHICH SHALL BE REIMBURSED, IN ADDITION TO THE OUT-OF-POCKET COSTS AND EXPENSES
OF SUCH EXAMINERS, AT THE PER DIEM RATE PER INDIVIDUAL CHARGED BY THE
ADMINISTRATIVE AGENT FOR ITS EXAMINERS) AND (C) EACH OF THE ADMINISTRATIVE
AGENT, ITS RELATED PERSONS, AND EACH L/C ISSUER FOR ALL COSTS AND EXPENSES
INCURRED IN CONNECTION WITH (I) ANY REFINANCING OR RESTRUCTURING OF THE CREDIT
ARRANGEMENTS PROVIDED HEREUNDER IN THE NATURE OF A "WORK-OUT", (II) THE
ENFORCEMENT OR PRESERVATION OF ANY RIGHT OR REMEDY UNDER ANY LOAN DOCUMENT, ANY
OBLIGATION, WITH RESPECT TO THE COLLATERAL OR ANY OTHER RELATED RIGHT OR REMEDY
OR (III) THE COMMENCEMENT, DEFENSE, CONDUCT OF, INTERVENTION IN, OR THE TAKING
OF ANY OTHER ACTION WITH RESPECT TO, ANY PROCEEDING (INCLUDING ANY BANKRUPTCY OR
INSOLVENCY PROCEEDING) RELATED TO ANY GROUP MEMBER, LOAN DOCUMENT, OBLIGATION OR
RELATED TRANSACTION (OR THE RESPONSE TO AND PREPARATION FOR ANY SUBPOENA OR
REQUEST FOR DOCUMENT PRODUCTION RELATING THERETO), INCLUDING FEES AND
DISBURSEMENTS OF COUNSEL AND (D) FEES AND DISBURSEMENTS OF ONE LAW FIRM ON
BEHALF OF ALL LENDERS (OTHER THAN THE ADMINISTRATIVE AGENT) INCURRED IN
CONNECTION WITH ANY MATTERS REFERRED TO IN CLAUSE (C) ABOVE.
SECTION 11.4
INDEMNITIES.
(A)
THE BORROWER AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND THE ADMINISTRATIVE AGENT, EACH LENDER, EACH L/C ISSUER, EACH
PERSON THAT EACH L/C ISSUER CAUSES TO ISSUE LETTERS OF CREDIT HEREUNDER AND EACH
OF THEIR RESPECTIVE RELATED PERSONS (EACH SUCH PERSON BEING AN "INDEMNITEE")
FROM AND AGAINST ALL LIABILITIES (INCLUDING BROKERAGE COMMISSIONS, FEES AND
OTHER COMPENSATION) THAT MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY
SUCH INDEMNITEE IN ANY MATTER RELATING TO OR ARISING OUT OF, IN CONNECTION WITH
OR AS A RESULT OF (I) ANY LOAN DOCUMENT, ANY RELATED DOCUMENT, ANY DISCLOSURE
DOCUMENT, ANY OBLIGATION (OR THE REPAYMENT THEREOF), ANY LETTER OF CREDIT, THE
USE OR INTENDED USE OF THE PROCEEDS OF ANY LOAN OR THE USE OF ANY LETTER OF
CREDIT, ANY RELATED TRANSACTION, OR ANY SECURITIES FILING OF, OR WITH RESPECT
TO, ANY GROUP MEMBER, (II) ANY COMMITMENT LETTER, PROPOSAL LETTER OR TERM SHEET
WITH ANY PERSON OR ANY CONTRACTUAL OBLIGATION, ARRANGEMENT OR UNDERSTANDING WITH
ANY BROKER, FINDER OR CONSULTANT, IN EACH CASE ENTERED INTO BY OR ON BEHALF OF
THE ACQUIRED BUSINESS, ANY GROUP MEMBER OR ANY AFFILIATE OF ANY OF THEM IN
CONNECTION WITH ANY OF THE FOREGOING AND