DAMAGES, PENALTIES,
JUDGMENTS, SUITS, CLAIMS, COSTS AND EXPENSES OF ANY KIND OR NATURE WHATSOEVER
(INCLUDING WITHOUT LIMITATION THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL)
IN CONNECTION WITH THIS AGREEMENT AND ANY OTHER INVESTIGATIVE, ADMINISTRATIVE OR
JUDICIAL PROCEEDINGS, WHETHER OR NOT SUCH INDEMNITEE SHALL BE DESIGNATED A PARTY
TO SUCH PROCEEDINGS, WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST
ANY SUCH INDEMNITEE, IN ANY MANNER RELATED TO OR ARISING OUT OF OR IN CONNECTION
WITH THE MAKING OF THE ADVANCES AND THE LOAN DOCUMENTS, OR ANY OTHER DOCUMENT OR
AGREEMENT DESCRIBED IN OR RELATED TO THIS AGREEMENT, OR THE USE OR INTENDED USE
OF THE PROCEEDS OF THE ADVANCES, WITH THE EXCEPTION OF ANY INDEMNIFIED LIABILITY
CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE.
IF ANY INVESTIGATIVE, JUDICIAL OR ADMINISTRATIVE PROCEEDING DESCRIBED IN THIS
SECTION IS BROUGHT AGAINST ANY INDEMNITEE, UPON THE INDEMNITEE'S REQUEST,
COMPANY, OR COUNSEL DESIGNATED BY COMPANY AND SATISFACTORY TO THE INDEMNITEE,
WILL RESIST AND DEFEND THE ACTION, SUIT OR PROCEEDING TO THE EXTENT AND IN THE
MANNER DIRECTED BY THE INDEMNITEE, AT COMPANY'S SOLE COST AND EXPENSE.
EACH
INDEMNITEE WILL USE ITS BEST EFFORTS TO COOPERATE IN THE DEFENSE OF ANY SUCH
ACTION, SUIT OR PROCEEDING.
IF THIS AGREEMENT TO INDEMNIFY IS HELD TO BE
UNENFORCEABLE BECAUSE IT VIOLATES ANY LAW OR PUBLIC POLICY, COMPANY SHALL
NEVERTHELESS MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF
EACH OF THE INDEMNIFIED LIABILITIES TO THE EXTENT PERMISSIBLE UNDER APPLICABLE
LAW.
COMPANY'S OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT AND THE DISCHARGE OF COMPANY'S OTHER OBLIGATIONS UNDER THIS
AGREEMENT.
SECTION 7.9
RETENTION OF COMPANY'S RECORDS.
WELLS FARGO SHALL HAVE
NO OBLIGATION TO MAINTAIN ELECTRONIC RECORDS OR RETAIN ANY DOCUMENTS, SCHEDULES,
INVOICES, AGINGS, OR OTHER RECORDS DELIVERED TO WELLS FARGO BY COMPANY, ANY
SUBSIDIARY OR ANY GUARANTOR IN CONNECTION WITH THE LOAN DOCUMENTS, OR ANY OTHER
DOCUMENT OR AGREEMENT DESCRIBED IN OR RELATED TO THIS AGREEMENT FOR MORE THAN 30
DAYS AFTER RECEIPT BY WELLS FARGO.
IF THERE IS A SPECIAL NEED TO RETAIN
SPECIFIC RECORDS, COMPANY MUST NOTIFY WELLS FARGO OF ITS NEED TO RETAIN OR
RETURN SUCH RECORDS WITH PARTICULARITY, WHICH NOTICE MUST BE DELIVERED TO WELLS
FARGO IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AT THE TIME OF THE INITIAL
DELIVERY OF THE RECORD TO WELLS FARGO.
SECTION 7.10
BINDING EFFECT; ASSIGNMENT; COMPLETE AGREEMENT.
THE LOAN
DOCUMENTS, OR ANY OTHER DOCUMENT OR AGREEMENT DESCRIBED IN OR RELATED TO THIS
AGREEMENT, SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF COMPANY AND ITS
SUBSIDIARIES AND WELLS FARGO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT
THAT NEITHER COMPANY NOR ANY SUBSIDIARY SHALL HAVE THE RIGHT TO ASSIGN ITS
RIGHTS UNDER THIS AGREEMENT OR UNDER ANY OTHER LOAN DOCUMENT OR ANY INTEREST IN
THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT WITHOUT WELLS FARGO'S PRIOR
CONSENT, WHICH MUST BE CONFIRMED IN A RECORD AUTHENTICATED BY WELLS FARGO. TO
THE EXTENT PERMITTED BY LAW, COMPANY AND EACH SUBSIDIARY WAIVES AND