GROUP MEMBER THEREFOR EXCEPT AS EXPRESSLY PROVIDED
THEREIN.
IN ADDITION, THE BORROWER AGREES TO PAY OR REIMBURSE UPON DEMAND (A)
THE ADMINISTRATIVE AGENT FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES
INCURRED BY IT OR ANY OF ITS RELATED PERSONS IN CONNECTION WITH THE
INVESTIGATION, DEVELOPMENT, PREPARATION, NEGOTIATION, SYNDICATION, EXECUTION,
INTERPRETATION OR ADMINISTRATION OF, ANY MODIFICATION OF ANY TERM OF OR
TERMINATION OF, ANY LOAN DOCUMENT, ANY COMMITMENT OR PROPOSAL LETTER THEREFOR,
ANY OTHER DOCUMENT PREPARED IN CONNECTION THEREWITH OR THE CONSUMMATION AND
ADMINISTRATION OF ANY TRANSACTION CONTEMPLATED THEREIN (INCLUDING PERIODIC
AUDITS IN CONNECTION THEREWITH AND ENVIRONMENTAL AUDITS 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 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 LENDER AND 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 (INCLUDING ALLOCATED COSTS OF INTERNAL COUNSEL).
SECTION 4.4
INDEMNITIES.
(A) THE BORROWER AGREES TO INDEMNIFY, HOLD
HARMLESS AND DEFEND THE ADMINISTRATIVE AGENT, EACH LENDER, EACH L/C ISSUER, EACH
PERSON (OTHER THAN THE BORROWER) PARTY TO A SECURED HEDGING DOCUMENT, 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 DISCLOSURE DOCUMENT, ANY OBLIGATION
(OR THE REPAYMENT THEREOF), ANY LETTER OF CREDIT,
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THE USE OR INTENDED USE OF THE