BY APPLICABLE LAWS, EXERCISE ANY RIGHTS GRANTED BY APPLICABLE
LAWS WITH RESPECT TO SUCH LIEN AND OFFSET RIGHTS AND APPLY ANY FUNDS AND ANY
OTHER PROPERTY OF THE BORROWER OBTAINED IN CONNECTION WITH THE EXERCISE OF SUCH
RIGHTS AGAINST THE OBLIGATIONS.
SECTION 10.10 INDEMNITY BY THE BORROWER. THE BORROWER AGREES TO INDEMNIFY, SAVE
AND HOLD HARMLESS THE LENDER, THE ISSUER AND THEIR RESPECTIVE AFFILIATES,
DIRECTORS, OFFICERS, AGENTS, ATTORNEYS AND EMPLOYEES (COLLECTIVELY THE
"INDEMNITEES") FROM AND AGAINST: (A) ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR
CAUSES OF ACTION THAT ARE ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY, IF
THE CLAIM, DEMAND, ACTION OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY RELATES TO A
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION THAT SUCH PERSON ASSERTS OR MAY ASSERT
AGAINST THE BORROWER (OR, TO THE EXTENT RELATED TO THE LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED THEREBY, ANY AFFILIATE OF THE BORROWER OR ANY OFFICER
OF THE BORROWER); (B) ANY AND ALL CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION
BY A THIRD PARTY IF THE CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISES OUT OF
OR RELATES TO THE REVOLVING COMMITMENT, THE COLLATERAL, THE USE OR CONTEMPLATED
USE OF PROCEEDS OF ANY ADVANCE, THE RELATIONSHIP OF THE BORROWER AND THE LENDER
UNDER THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED BY THE LOAN DOCUMENTS;
(C) ANY ADMINISTRATIVE OR INVESTIGATIVE PROCEEDING BY ANY GOVERNMENTAL AUTHORITY
ARISING OUT OF OR RELATED TO A CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
DESCRIBED IN CLAUSES (A) OR (B) ABOVE; AND (D) ANY AND ALL LIABILITIES, LOSSES,
COSTS (INCLUDING SETTLEMENT COSTS) OR EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES AND DISBURSEMENTS AND OTHER PROFESSIONAL SERVICES) THAT ANY INDEMNITEE
SUFFERS OR INCURS AS A RESULT OF THE ASSERTION OF ANY FOREGOING CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION; PROVIDED, THAT NO INDEMNITEE SHALL BE ENTITLED TO
INDEMNIFICATION FOR ANY LOSS CAUSED BY ITS OWN GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.
IF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS ASSERTED AGAINST
ANY INDEMNITEE, SUCH INDEMNITEE SHALL PROMPTLY NOTIFY THE BORROWER, BUT THE
FAILURE SO TO PROMPTLY NOTIFY THE BORROWER SHALL NOT AFFECT THE BORROWER'S
OBLIGATIONS UNDER THIS SECTION UNLESS THE BORROWER IS MATERIALLY PREJUDICED
THEREBY (AND THEN ONLY TO THE EXTENT PREJUDICED).
EACH INDEMNITEE MAY CONTEST
THE VALIDITY, APPLICABILITY AND AMOUNT OF SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION WITH COUNSEL SELECTED BY SUCH INDEMNITEE.
EACH INDEMNITEE IS AUTHORIZED
TO EMPLOY COUNSEL IN ENFORCING ITS RIGHTS HEREUNDER AND IN DEFENDING ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION COVERED BY THIS SECTION; PROVIDED, THAT EACH
INDEMNITEE SHALL ENDEAVOR IN CONNECTION WITH ANY MATTER COVERED BY THIS SECTION
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WHICH ALSO INVOLVES OTHER INDEMNITEES, TO USE REASONABLE EFFORTS TO AVOID
UNNECESSARY DUPLICATION OF EFFORT BY COUNSEL FOR ALL INDEMNITEES.
ANY
OBLIGATION OR LIABILITY OF THE BORROWER TO ANY INDEMNITEE UNDER THIS
SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT AND THE
REPAYMENT OF ALL ADVANCES AND THE PAYMENT AND PERFORMANCE OF ALL OTHER
OBLIGATIONS (OTHER THAN THE OBLIGATIONS REFERENCED IN SECTIONS