SUCH BANK OR (E) TO THE EXTENT
REQUIRED IN CONNECTION WITH ANY LITIGATION BETWEEN THE BORROWER AND ANY BANK
WITH RESPECT TO THE LOANS OR THE LOAN DOCUMENTS.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01.
FEES AND EXPENSES; INDEMNITY.
(A)
THE BORROWER AGREES TO
PROMPTLY PAY ON DEMAND (I) ALL COSTS AND EXPENSES OF THE AGENTS IN PREPARING THE
LOAN DOCUMENTS AND ALL COSTS AND EXPENSES OF THE ISSUE OF THE NOTES INCLUDING,
BUT NOT LIMITED TO, THE FEES, AUDIT EXPENSES, EXPENSES AND DISBURSEMENTS OF
SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT, IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY AND ENFORCEMENT OF THE LOAN DOCUMENTS, THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY ALL SUCH DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, ALL COSTS OF FILING OR RECORDING ANY ASSIGNMENTS, MORTGAGES,
FINANCING STATEMENTS AND OTHER DOCUMENTS), THE ADMINISTRATION OF THE LOAN
DOCUMENTS AND THE NEGOTIATION, PREPARATION AND EXECUTION AND DELIVERY OF ANY
AMENDMENT, MODIFICATION OR SUPPLEMENT OF OR TO, OR ANY CONSENT UNDER, ANY SUCH
DOCUMENT (OR ANY SUCH INSTRUMENT WHICH IS PROPOSED BUT NOT EXECUTED AND
DELIVERED); (II) ALL COSTS AND EXPENSES OF THE CUSTODIAN AND THE APPRAISER; AND
(III) ALL COSTS AND EXPENSES OF THE AGENTS AND THE BANKS FOLLOWING THE
OCCURRENCE OF AN EVENT OF DEFAULT, INCLUDING WITHOUT LIMITATION, ENFORCEMENT OF
THEIR RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS, PERFORMANCE OF AND
COMPLIANCE WITH ALL AGREEMENTS AND CONDITIONS CONTAINED IN ANY LOAN DOCUMENT ON
THE PART OF THE BORROWER OR ANY OTHER PERSON TO BE PERFORMED OR COMPLIED WITH,
AND WITH ANY CLAIM OR ACTION THREATENED, MADE OR BROUGHT AGAINST THE AGENTS OR
THE BANKS ARISING OUT OF OR RELATING TO ANY EXTENT TO THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(B)
THE BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE AGENTS AND THE
BANKS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES
AND AFFILIATES (EACH BEING AN "INDEMNIFIED PARTY"), AGAINST, AND HOLD EACH OF
THEM HARMLESS FROM, ANY LOSS, LIABILITIES, OBLIGATIONS, ACTIONS, CAUSES OF
ACTION, DAMAGES, SETTLEMENT CLAIMS, COSTS AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND DISBURSEMENTS FOR COUNSEL SELECTED BY ANY AGENT OR BANK)
SUFFERED OR INCURRED BY IT ARISING OUT OF, RESULTING FROM OR IN ANY MANNER
CONNECTED WITH, THE EXECUTION, DELIVERY AND PERFORMANCE OF EACH OF THE LOAN
DOCUMENTS, THE LOANS AND ANY AND ALL TRANSACTIONS RELATED TO OR CONSUMMATED IN
CONNECTION WITH THE LOANS (OTHER THAN AS A RESULT OF AN ACT OR OMISSION OF THE
INDEMNIFIED PARTY WHICH A COURT OF COMPETENT JURISDICTION FINALLY DETERMINES HAS
BEEN COMMITTED WITH GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR IN BAD FAITH),
INCLUDING, WITHOUT LIMITATION, LOSSES, LIABILITIES, DAMAGES, CLAIMS, COSTS AND
EXPENSES SUFFERED OR INCURRED BY THE INDEMNIFIED PARTY IN INVESTIGATING,
PREPARING FOR, DEFENDING AGAINST, OR PROVIDING EVIDENCE, PRODUCING DOCUMENTS OR
TAKING ANY OTHER ACTION IN RESPECT OF ANY COMMENCED OR THREATENED LITIGATION,
ADMINISTRATIVE PROCEEDING OR INVESTIGATION UNDER ANY FEDERAL SECURITIES LAW OR
ANY OTHER STATUTE OF ANY JURISDICTION, OR ANY REGULATION, OR AT COMMON LAW OR
OTHERWISE, WHICH IS ALLEGED TO ARISE OUT OF OR IS BASED UPON