THIS AGREEMENT,
OF THE LOAN DOCUMENTS OR OF ANY SEPARATE AGREEMENT ENTERED INTO BY THE BORROWER
AND THE AGENT WITH RESPECT THERETO, ALL REASONABLE DOCUMENTED OUT-OF-POCKET
EXPENSES INCURRED BY THE AGENT IN THE ADMINISTRATION OF THE LOAN DOCUMENTS.
EXPENSES REIMBURSABLE BY THE BORROWER UNDER THIS SECTION INCLUDE, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SUBJECT TO ANY OTHER APPLICABLE
PROVISION OF ANY LOAN DOCUMENT, REASONABLE DOCUMENTED OUT-OF-POCKET COSTS AND
EXPENSES INCURRED IN CONNECTION WITH:
(I) APPRAISALS;
(II) FIELD EXAMINATIONS AND THE PREPARATION OF REPORTS BASED ON THE FEES CHARGED
BY A THIRD PARTY RETAINED BY THE AGENT OR (NOTWITHSTANDING ANY REFERENCE TO
"OUT-OF-POCKET" ABOVE IN THIS SECTION 9.03) THE INTERNALLY ALLOCATED FEES FOR
EACH PERSON EMPLOYED BY THE AGENT WITH RESPECT TO EACH FIELD EXAMINATION;
(III) LIEN AND TITLE SEARCHES AND TITLE INSURANCE;
(IV) TAXES, FEES AND OTHER CHARGES FOR RECORDING THE MORTGAGES, FILING FINANCING
STATEMENTS AND CONTINUATIONS, AND OTHER ACTIONS TO PERFECT, PROTECT, AND
CONTINUE THE AGENT'S LIENS; AND
(V) FORWARDING LOAN PROCEEDS, COLLECTING CHECKS AND OTHER ITEMS OF PAYMENT, AND
ESTABLISHING AND MAINTAINING THE ACCOUNTS AND LOCK BOXES, AND COSTS AND EXPENSES
OF PRESERVING AND PROTECTING THE COLLATERAL.
Other than to the extent required to be paid on the Closing Date, all amounts
due under this paragraph (a) shall be payable by the Borrower within ten (10)
Business Days of receipt of an invoice relating thereto and setting forth such
expenses in reasonable detail.
(B) THE BORROWER SHALL INDEMNIFY THE AGENT, EACH ISSUING BANK AND EACH LENDER,
AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING
CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND
ALL LOSSES, CLAIMS, DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES,
INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE,
INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION
WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THE LOAN DOCUMENTS OR
ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES
HERETO OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE
TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR
LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY
AN ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A
95
LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO
NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS
SUBSIDIARIES OR TO ANY PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES, OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION
OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO
(AND REGARDLESS OF WHETHER SUCH MATTER IS INITIATED BY A THIRD PARTY OR BY THE
BORROWER, ANY OTHER LOAN PARTY OR ANY OF THEIR RESPECTIVE