by the Lender and (iv) shall otherwise comply
with the requirements of Section 9-210.
The Borrower requests that the Lender
respond to all such requests that on their face appear to come from an
authorized individual and releases the Lender from any liability for so
responding.
The Borrower shall pay the Lender the maximum amount allowed by the
UCC for responding to such requests.
SECTION 8.4
FURTHER DOCUMENTS.
THE BORROWER WILL FROM TIME TO TIME
EXECUTE, DELIVER, ENDORSE AND AUTHORIZE THE FILING OF ANY AND ALL INSTRUMENTS,
DOCUMENTS, CONVEYANCES, ASSIGNMENTS, SECURITY AGREEMENTS, FINANCING STATEMENTS,
CONTROL AGREEMENTS AND OTHER AGREEMENTS AND WRITINGS THAT THE LENDER MAY
REASONABLY REQUEST IN ORDER TO SECURE, PROTECT, PERFECT OR ENFORCE THE SECURITY
INTEREST OR THE LENDER'S RIGHTS UNDER THE LOAN DOCUMENTS (BUT ANY FAILURE TO
REQUEST OR ASSURE THAT THE BORROWER EXECUTES, DELIVERS, ENDORSES OR AUTHORIZES
THE FILING OF ANY SUCH ITEM SHALL NOT AFFECT OR IMPAIR THE VALIDITY, SUFFICIENCY
OR ENFORCEABILITY OF THE LOAN DOCUMENTS AND THE SECURITY INTEREST, REGARDLESS OF
WHETHER ANY SUCH ITEM WAS OR WAS NOT EXECUTED, DELIVERED OR ENDORSED IN A
SIMILAR CONTEXT OR ON A PRIOR OCCASION).
SECTION 8.5
COSTS AND EXPENSES.
THE BORROWER SHALL PAY ON DEMAND ALL
COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY THE LENDER
IN CONNECTION WITH THE OBLIGATIONS, THIS AGREEMENT, THE LOAN DOCUMENTS, ANY
LETTER OF CREDIT AND ANY OTHER DOCUMENT OR AGREEMENT RELATED HERETO OR THERETO,
AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ALL SUCH COSTS, EXPENSES AND
FEES INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION,
AMENDMENT, ADMINISTRATION, PERFORMANCE, COLLECTION AND ENFORCEMENT OF THE
OBLIGATIONS AND ALL SUCH DOCUMENTS AND AGREEMENTS AND THE CREATION, PERFECTION,
PROTECTION, SATISFACTION, FORECLOSURE OR ENFORCEMENT OF THE SECURITY INTEREST.
SECTION 8.6
INDEMNITY.
IN ADDITION TO THE PAYMENT OF EXPENSES
PURSUANT TO SECTION 8.5, THE BORROWER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS
THE LENDER, AND ANY OF ITS PARTICIPANTS, PARENT CORPORATIONS, SUBSIDIARY
CORPORATIONS, AFFILIATED CORPORATIONS, SUCCESSOR CORPORATIONS, AND ALL PRESENT
AND FUTURE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS OF THE FOREGOING
(THE "INDEMNITEES") FROM AND AGAINST ANY OF THE FOLLOWING (COLLECTIVELY,
"INDEMNIFIED LIABILITIES"):
(I)
ANY AND ALL TRANSFER TAXES, DOCUMENTARY TAXES, ASSESSMENTS OR
CHARGES MADE BY ANY GOVERNMENTAL AUTHORITY BY REASON OF THE EXECUTION AND
DELIVERY OF THE LOAN DOCUMENTS OR THE MAKING OF THE ADVANCES;
(II)
ANY CLAIMS, LOSS OR DAMAGE TO WHICH ANY INDEMNITEE MAY BE
SUBJECTED IF ANY REPRESENTATION OR WARRANTY CONTAINED IN SECTION 5.14 PROVES TO
BE INCORRECT IN ANY RESPECT OR AS A RESULT OF ANY VIOLATION OF THE COVENANT
CONTAINED IN SECTION 6.10(B) ; AND
(III)
ANY AND ALL OTHER LIABILITIES, LOSSES, DAMAGES, PENALTIES,
JUDGMENTS, SUITS, CLAIMS, COSTS AND EXPENSES OF ANY KIND OR NATURE WHATSOEVER
(INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL) IN CONNECTION WITH
THE FOREGOING AND ANY OTHER INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL
PROCEEDINGS, WHETHER OR NOT SUCH INDEMNITEE SHALL BE DESIGNATED A PARTY THERETO,
WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED
41
AGAINST ANY SUCH INDEMNITEE, IN ANY MANNER RELATED TO OR ARISING OUT