shall not constitute an agreement by the
Lender Group to make similar payments in the future or a waiver by the Lender
Group of any Event of Default under this Agreement. Agent need not inquire as
to, or contest the validity of, any such expense, tax, or Lien and the receipt
of the usual official notice for the payment thereof shall be conclusive
evidence that the same was validly due and owing.
44
10.
WAIVERS; INDEMNIFICATION; RELEASE.
10.1
DEMAND; PROTEST; ETC. EACH BORROWER WAIVES DEMAND, PROTEST, NOTICE
OF PROTEST, NOTICE OF DEFAULT OR DISHONOR (OTHER THAN ANY NOTICE REQUIRED UNDER
THIS AGREEMENT), NOTICE OF PAYMENT AND NONPAYMENT (OTHER THAN ANY NOTICE
REQUIRED UNDER THIS AGREEMENT), NONPAYMENT AT MATURITY, RELEASE, COMPROMISE,
SETTLEMENT, EXTENSION, OR RENEWAL OF DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, AND
GUARANTEES AT ANY TIME HELD BY THE LENDER GROUP ON WHICH ANY SUCH BORROWER MAY
IN ANY WAY BE LIABLE.
10.2
THE LENDER GROUP'S LIABILITY FOR COLLATERAL. EACH BORROWER HEREBY
AGREES THAT:
(A) SO LONG AS THE LENDER GROUP COMPLIES WITH ITS OBLIGATIONS, IF
ANY, UNDER THE CODE, THE LENDER GROUP SHALL NOT IN ANY WAY OR MANNER BE LIABLE
OR RESPONSIBLE FOR:
(I) THE SAFEKEEPING OF THE COLLATERAL, (II) ANY LOSS OR
DAMAGE THERETO OCCURRING OR ARISING IN ANY MANNER OR FASHION FROM ANY CAUSE,
(III) ANY DIMINUTION IN THE VALUE THEREOF, OR (IV) ANY ACT OR DEFAULT OF ANY
CARRIER, WAREHOUSEMAN, BAILEE, FORWARDING AGENCY, OR OTHER PERSON, AND (B) ALL
RISK OF LOSS, DAMAGE, OR DESTRUCTION OF THE COLLATERAL SHALL BE BORNE BY
BORROWERS.
10.3
COSTS AND EXPENSES. THE BORROWERS SHALL PAY ON DEMAND ALL COSTS AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY AGENT AND THE
LENDERS IN CONNECTION WITH THE OBLIGATIONS, THIS AGREEMENT, THE LOAN DOCUMENTS
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 (INCLUDING, WITHOUT LIMITATION, UCC AND
JUDGMENT AND TAX LIEN SEARCHES). WITHOUT LIMITING THE FOREGOING, THE BORROWERS
SHALL PAY ALL TAXES (OTHER THAN TAXES BASED UPON OR MEASURED BY EACH LENDER'S
NET INCOME OR ANY PERSONAL PROPERTY TAX), IMPOSTS, CHARGES, DUTIES AND FEES, IF
ANY, IN CONNECTION WITH THE ISSUANCE OF ANY NOTE DESCRIBED IN SECTION 2.14, IF
ANY, AND THE FILING AND/OR RECORDING OF ANY DOCUMENTS AND/OR FINANCING
STATEMENTS.
10.4
INDEMNIFICATION. IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO
SECTION 10.3, EACH BORROWER SHALL PAY, INDEMNIFY, DEFEND, AND HOLD THE
AGENT-RELATED PERSONS, THE LENDER-RELATED PERSONS, AND EACH PARTICIPANT (EACH,
AN "INDEMNIFIED PERSON") HARMLESS (TO THE FULLEST EXTENT PERMITTED BY LAW) FROM
AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, ACTIONS, INVESTIGATIONS,
PROCEEDINGS, AND DAMAGES, AND ALL REASONABLE ATTORNEYS FEES AND DISBURSEMENTS
AND OTHER COSTS AND EXPENSES ACTUALLY INCURRED IN CONNECTION THEREWITH OR IN
CONNECTION WITH THE ENFORCEMENT OF THIS INDEMNIFICATION (AS AND WHEN THEY ARE
INCURRED AND IRRESPECTIVE OF WHETHER SUIT IS BROUGHT),