AND THE LENDERS, WHICH ATTORNEYS MAY BE EMPLOYEES OF THE
ADMINISTRATIVE AGENT, THE ARRANGER, THE LC ISSUER OR THE LENDERS) PAID OR
INCURRED BY THE ADMINISTRATIVE AGENT, THE ARRANGER, 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, REASONABLE AND DOCUMENTED OUT-OF-POCKET EXPENSES INCURRED IN
CONNECTION WITH THE REPORTS DESCRIBED IN THE FOLLOWING SENTENCE.
THE BORROWER
ACKNOWLEDGES THAT FROM TIME TO TIME BANK ONE 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 BANK ONE FROM INFORMATION FURNISHED TO IT BY OR ON
BEHALF OF THE BORROWER, AFTER BANK ONE HAS EXERCISED ITS RIGHTS OF INSPECTION
PURSUANT TO THIS AGREEMENT.
(B)
THE BORROWER HEREBY FURTHER AGREES TO INDEMNIFY THE ADMINISTRATIVE
AGENT, THE ARRANGER, THE LC ISSUER AND 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 ARRANGER, THE LC ISSUER OR ANY LENDER OR ANY
AFFILIATE IS A PARTY THERETO) 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 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 10.6 SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT.
10.7
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 THE
LC ISSUER AND EACH OF THE LENDERS.
10.8
ACCOUNTING.
EXCEPT AS PROVIDED TO THE CONTRARY HEREIN, ALL
ACCOUNTING TERMS USED HEREIN SHALL BE INTERPRETED AND ALL ACCOUNTING
DETERMINATIONS HEREUNDER SHALL BE MADE IN ACCORDANCE WITH GAAP IN A MANNER
CONSISTENT WITH THAT USED IN PREPARING THE FINANCIAL STATEMENTS REFERRED TO IN
SECTION 5.1, EXCEPT THAT ANY CALCULATION OR DETERMINATION WHICH IS TO BE MADE ON
A CONSOLIDATED BASIS SHALL BE MADE FOR THE BORROWER AND ALL OF ITS SUBSIDIARIES,
INCLUDING THOSE SUBSIDIARIES, IF ANY, WHICH ARE UNCONSOLIDATED ON THE BORROWER'S
AUDITED FINANCIAL STATEMENTS.
IF AT ANY TIME ANY CHANGE IN GAAP WOULD AFFECT
THE COMPUTATION OF ANY FINANCIAL RATIO OR REQUIREMENT SET FORTH IN ANY LOAN
DOCUMENT, AND THE BORROWER, THE ADMINISTRATIVE AGENT OR THE REQUIRED LENDERS
SHALL SO REQUEST, THE ADMINISTRATIVE AGENT, THE LENDERS AND THE LOAN PARTIES
SHALL NEGOTIATE IN GOOD FAITH TO AMEND SUCH RATIO OR REQUIREMENT TO PRESERVE THE
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ORIGINAL INTENT THEREOF IN LIGHT OF