DILIGENCE, CONSUMMATION, COLLECTION OF THE OBLIGATIONS OR
ENFORCEMENT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL OTHER DOCUMENTS
PROVIDED FOR HEREIN OR DELIVERED OR TO BE DELIVERED HEREUNDER OR IN CONNECTION
HEREWITH (INCLUDING ANY AMENDMENT, SUPPLEMENT OR WAIVER TO ANY LOAN DOCUMENT),
OR DURING ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT THEREOF,
INCLUDING, WITHOUT LIMITATION, REASONABLE CONSULTANTS' FEES AND ATTORNEYS' FEES
AND TIME CHARGES OF COUNSEL TO THE BANK, WHICH SHALL ALSO INCLUDE ATTORNEYS'
FEES AND TIME CHARGES OF ATTORNEYS WHO MAY BE EMPLOYEES OF THE BANK OR ANY
AFFILIATE OF THE BANK, PLUS COSTS AND EXPENSES OF SUCH ATTORNEYS OR OF THE BANK;
SEARCH FEES, COSTS AND EXPENSES; AND ALL TAXES PAYABLE IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS, WHETHER OR NOT THE TRANSACTION
CONTEMPLATED HEREBY SHALL BE CONSUMMATED.
IN FURTHERANCE OF THE FOREGOING, THE
BORROWER SHALL PAY ANY AND ALL STAMP AND OTHER TAXES, UCC SEARCH FEES, FILING
FEES AND OTHER COSTS AND EXPENSES IN CONNECTION WITH THE EXECUTION AND DELIVERY
OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO BE DELIVERED
37
HEREUNDER, AND AGREES TO SAVE AND HOLD THE BANK HARMLESS FROM AND AGAINST ANY
AND ALL LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY DELAY IN PAYING OR
OMISSION TO PAY SUCH COSTS AND EXPENSES.
THAT PORTION OF THE OBLIGATIONS
CONSISTING OF COSTS, EXPENSES OR ADVANCES TO BE REIMBURSED BY THE BORROWER TO
THE BANK PURSUANT TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS WHICH ARE NOT
PAID ON OR PRIOR TO THE DATE HEREOF SHALL BE PAYABLE BY THE BORROWER TO THE BANK
ON DEMAND.
IF AT ANY TIME OR TIMES HEREAFTER THE BANK: (A) EMPLOYS COUNSEL FOR
ADVICE OR OTHER REPRESENTATION (I) WITH RESPECT TO THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, (II) TO REPRESENT THE BANK IN ANY LITIGATION, CONTEST, DISPUTE,
SUIT OR PROCEEDING OR TO COMMENCE, DEFEND, OR INTERVENE OR TO TAKE ANY OTHER
ACTION IN OR WITH RESPECT TO ANY LITIGATION, CONTEST, DISPUTE, SUIT, OR
PROCEEDING (WHETHER INSTITUTED BY THE BANK, THE BORROWER, OR ANY OTHER PARTY) IN
ANY WAY OR RESPECT RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
BORROWER'S BUSINESS OR AFFAIRS, OR (III) TO ENFORCE ANY RIGHTS OF THE BANK
AGAINST THE BORROWER OR ANY OTHER PARTY THAT MAY BE OBLIGATED TO THE BANK BY
VIRTUE OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS; (B) TAKES ANY ACTION TO
PROTECT, COLLECT, SELL, LIQUIDATE, OR OTHERWISE DISPOSE OF ANY COLLATERAL FOR
THE LOANS; AND/OR (C) ATTEMPTS TO OR ENFORCES ANY OF THE BANK'S RIGHTS OR
REMEDIES UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE COSTS AND
EXPENSES INCURRED BY THE BANK IN ANY MANNER OR WAY WITH RESPECT TO THE
FOREGOING, SHALL BE PART OF THE OBLIGATIONS, PAYABLE BY THE BORROWER TO THE BANK
ON DEMAND.
11.18
INDEMNIFICATION.
THE BORROWER AGREES TO DEFEND (WITH COUNSEL
SATISFACTORY TO THE BANK), PROTECT, INDEMNIFY, EXONERATE AND HOLD HARMLESS EACH
INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS,