CHARGES (CURRENTLY $775) FOR EACH EMPLOYEE OR AGENT OF THE
ADMINISTRATIVE AGENT ENGAGED IN SUCH FIELD EXAMS;
(III)
THE COSTS AND EXPENSES OF APPRAISALS OF THE COLLATERAL;
(IV)
THE COSTS AND EXPENSES OF LIEN SEARCHES;
(V)
TAXES, FEES AND OTHER CHARGES FOR FILING THE FINANCING STATEMENTS
AND CONTINUATIONS AND THE COSTS AND EXPENSES OF TAKING OTHER ACTIONS TO PERFECT,
PROTECT, AND CONTINUE THE SECURITY INTEREST;
(B)
AS TO THE PREPARATION, EXECUTION AND DELIVERY OF ANY WAIVER,
AMENDMENT, SUPPLEMENT OR CONSENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS
RELATING TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, COSTS FOR TRAVEL, LODGING AND MEALS OF REPRESENTATIVES OF THE
LENDERS IN CONNECTION THEREWITH;
(C)
SUMS PAID OR INCURRED TO PAY ANY AMOUNT OR TAKE ANY ACTION
REQUIRED OF THE BORROWER UNDER THE LOAN DOCUMENTS THAT THE BORROWER FAILS TO PAY
OR TAKE;
(D)
COSTS OF INSPECTIONS AND VERIFICATIONS OF THE COLLATERAL,
INCLUDING, WITHOUT LIMITATION, STANDARD PER DIEM FEES CHARGED BY THE
ADMINISTRATIVE AGENT, TRAVEL, LODGING, AND MEALS FOR INSPECTIONS OF THE
COLLATERAL AND THE BORROWER'S OPERATIONS AND BOOKS AND RECORDS BY THE
ADMINISTRATIVE AGENT'S AGENTS UP TO FOUR TIMES PER YEAR AND WHENEVER AN EVENT OF
DEFAULT EXISTS;
(E)
COSTS AND EXPENSES OF FORWARDING LOAN PROCEEDS, COLLECTING CHECKS
AND OTHER ITEMS OF PAYMENT, AND ESTABLISHING AND MAINTAINING EACH CONTROLLED
DISBURSEMENT ACCOUNT, AGENCY ACCOUNT AND LOCKBOX;
(F)
COSTS AND EXPENSES OF PRESERVING AND PROTECTING THE COLLATERAL;
(G)
CONSULTING, AFTER THE OCCURRENCE OF A DEFAULT, WITH ONE OR MORE
PERSONS, INCLUDING FINANCIAL CONSULTANTS, APPRAISERS, ACCOUNTANTS AND LAWYERS,
CONCERNING THE VALUE OF ANY COLLATERAL FOR THE SECURED OBLIGATIONS OR THE
BUSINESS OF THE BORROWER OR RELATED TO THE NATURE, SCOPE OR VALUE OF ANY RIGHT
OR REMEDY OF THE ADMINISTRATIVE AGENT OR ANY LENDER HEREUNDER OR UNDER ANY OF
THE LOAN DOCUMENTS, INCLUDING ANY REVIEW OF FACTUAL MATTERS IN CONNECTION
THEREWITH, WHICH EXPENSES SHALL INCLUDE THE FEES AND DISBURSEMENTS OF SUCH
PERSONS; AND
(H)
COSTS AND EXPENSES PAID OR INCURRED TO OBTAIN PAYMENT OF THE
SECURED OBLIGATIONS, ENFORCE THE SECURITY INTEREST, SELL OR OTHERWISE REALIZE
UPON THE COLLATERAL, AND OTHERWISE ENFORCE THE PROVISIONS OF THE LOAN DOCUMENTS,
OR TO PROSECUTE OR DEFEND ANY CLAIM IN
99
ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH, THIS AGREEMENT OR ANY OF
THE LOAN DOCUMENTS, WHICH EXPENSES SHALL INCLUDE THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL AND OF EXPERTS AND OTHER CONSULTANTS RETAINED BY THE
ADMINISTRATIVE AGENT OR ANY LENDER.
The foregoing shall not be construed to limit any other provisions of the Loan
Documents regarding costs and expenses to be paid by the Borrower.
The Borrower
hereby authorizes the Administrative Agent and the Lenders to debit the
Borrower's Loan Accounts (by increasing the principal amount of the Revolving
Credit Loan) in the amount of any such costs and expenses owed by the Borrower
when due.
SECTION 15.3
STAMP AND OTHER TAXES.
THE BORROWER WILL PAY ANY AND ALL
STAMP, REGISTRATION, RECORDATION AND SIMILAR TAXES, FEES OR CHARGES AND SHALL
INDEMNIFY THE