ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE JOINT LEAD ARRANGERS, AND, IF
NECESSARY, THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE LOCAL COUNSEL
PER JURISDICTION; (II) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT OR THE JOINT LEAD ARRANGERS FOR
(A) THE COSTS OF APPRAISALS, INSPECTIONS AND VERIFICATIONS OF THE COLLATERAL,
INCLUDING TRAVEL, LODGING, AND MEALS FOR INSPECTIONS OF THE COLLATERAL AND THE
LOAN PARTIES' OPERATIONS BY THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT,
PLUS THE ADMINISTRATIVE AGENT'S THEN CUSTOMARY CHARGE FOR FIELD EXAMINATIONS AND
AUDITS AND THE PREPARATION OF REPORTS THEREOF (SUCH CHARGE IS CURRENTLY $850 PER
DAY (OR PORTION THEREOF) FOR EACH AGENT OR EMPLOYEE OF THE ADMINISTRATIVE AGENT
WITH RESPECT TO EACH FIELD EXAMINATION OR AUDIT), (B) THE COSTS AND EXPENSES OF
FORWARDING LOAN PROCEEDS, COLLECTING CHECKS, AND OTHER ITEMS OF PAYMENT, AND
ESTABLISHING AND MAINTAINING PAYMENT ACCOUNTS AND LOCK BOXES, AND (C) THE COSTS
AND EXPENSES OF LIEN SEARCHES, TAXES, FEES AND OTHER CHARGES FOR FILING
FINANCING STATEMENTS, AND OTHER ACTIONS TO MAINTAIN, PRESERVE AND PROTECT THE
COLLATERAL AND THE COLLATERAL AGENT'S LIEN THEREON; PROVIDED, THAT SO LONG AS NO
DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING, SUCH COSTS,
EXPENSES AND CHARGES DESCRIBED IN CLAUSES (A)-(C) SHALL NOT EXCEED (X) $100,000
PER YEAR IN ANY YEAR THAT THE COLLATERAL AGENT CONDUCTS NO MORE THAN ONE
COLLATERAL AUDIT AND ONE APPRAISAL OF THE COLLATERAL AND (Y) $150,000 PER YEAR
IN ANY YEAR THAT THE COLLATERAL AGENT CONDUCTS MORE THAN ONE COLLATERAL AUDIT
AND APPRAISAL OF THE COLLATERAL; (III) SUMS PAID OR INCURRED TO PAY ANY AMOUNT
OR TAKE ANY ACTION REQUIRED OF ANY BORROWER OR OTHER LOAN PARTY UNDER THE LOAN
DOCUMENTS THAT SUCH BORROWER OR LOAN PARTY FAILS TO TAKE; AND (IV) ALL
OUT‐OF‐POCKET EXPENSES (INCLUDING OTHER TAXES) INCURRED BY THE ADMINISTRATIVE
AGENT OR ANY LENDER IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF THEIR
RIGHTS IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, IN
CONNECTION WITH THE LOANS MADE OR THE LETTERS OF CREDIT ISSUED HEREUNDER,
INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE
AGENT (INCLUDING ANY SPECIAL AND LOCAL COUNSEL).
(B)
THE BORROWERS AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE JOINT LEAD ARRANGERS, EACH ISSUING BANK, EACH LENDER, EACH
OF THEIR RESPECTIVE AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, TRUSTEES,
OFFICERS, EMPLOYEES, AGENTS, TRUSTEES AND ADVISORS (EACH SUCH PERSON BEING
CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE
160
HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED
EXPENSES, INCLUDING REASONABLE COUNSEL FEES, CHARGES AND DISBURSEMENTS (EXCEPT
THE ALLOCATED COSTS OF IN-HOUSE COUNSEL), INCURRED BY OR ASSERTED AGAINST ANY
INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH, OR AS A RESULT OF (I) THE
EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (INCLUDING,
WITHOUT LIMITATION, THE INTERCREDITOR AGREEMENT AND THE SENIOR LENDER
INTERCREDITOR AGREEMENT) OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR
THEREBY, THE PERFORMANCE BY THE PARTIES HERETO AND