OF PROTEST AND NOTICES OF DISHONOR;
(B)
ANY REQUIREMENT OF DILIGENCE OR PROMPTNESS ON THE PART OF ANY LENDER
IN THE ENFORCEMENT OF ITS RIGHTS UNDER THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT;
(C)
ANY AND ALL NOTICES OF EVERY KIND AND DESCRIPTION WHICH MAY BE
REQUIRED TO BE GIVEN BY ANY STATUTE OR RULE OF LAW; AND
(D)
ANY DEFENSE (OTHER THAN INDEFEASIBLE PAYMENT IN FULL) WHICH IT MAY
NOW OR HEREAFTER HAVE WITH RESPECT TO ITS LIABILITY UNDER THIS AGREEMENT OR ANY
OTHER CREDIT DOCUMENT OR WITH RESPECT TO THE CREDIT OBLIGATIONS.
78
12.
Expenses; Indemnity.
12.1
Expenses.
Whether or not the transactions
contemplated hereby are consummated, the Borrowers shall pay:
(A)
ALL REASONABLE EXPENSES OF THE AGENT (INCLUDING THE OUT-OF-POCKET
EXPENSES RELATED TO FORMING THE GROUP OF LENDERS AND REASONABLE FEES OF AND
DISBURSEMENTS TO THE COUNSEL TO THE AGENT) IN CONNECTION WITH THE PREPARATION
AND DUPLICATION OF THIS AGREEMENT AND EACH OTHER CREDIT DOCUMENT, THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, THE DILIGENCE PERFORMED BY OR ON
BEHALF OF THE AGENT AND ITS AFFILIATES, THE PREPARATION OF THE COMMITMENT LETTER
OF WELLS FARGO DESCRIBING THE REVOLVING CREDIT FACILITY PROVIDED FOR HEREIN, THE
SYNDICATION OF THE REVOLVING CREDIT FACILITY PROVIDED FOR HEREIN, FEES AND
EXPENSES RELATED TO THE PLATFORM, AND AMENDMENTS, WAIVERS, CONSENTS AND OTHER
OPERATIONS HEREUNDER AND THEREUNDER, INCLUDING DURING ANY WORKOUT, RESTRUCTURING
OR OTHER NEGOTIATIONS WITH RESPECT TO THE LOANS OR LETTERS OF CREDIT;
(B)
ALL RECORDING AND FILING FEES AND TRANSFER AND DOCUMENTARY STAMP AND
SIMILAR TAXES AT ANY TIME PAYABLE IN RESPECT OF THIS AGREEMENT OR ANY OTHER
CREDIT DOCUMENT; AND
(C)
ALL OTHER REASONABLE EXPENSES INCURRED BY THE AGENT OR ANY LENDER
OR OTHER HOLDER OF ANY CREDIT OBLIGATION IN CONNECTION WITH THE ENFORCEMENT OF
ANY RIGHTS HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT, INCLUDING COSTS OF
COLLECTION AND REASONABLE ATTORNEYS' FEES (INCLUDING A REASONABLE ALLOWANCE FOR
THE HOURLY COST OF ATTORNEYS EMPLOYED BY ANY LENDER ON A SALARIED BASIS) AND
EXPENSES.
12.2
General Indemnity.
The Borrowers shall indemnify
the Lenders and the Agent and hold them harmless from any liability, loss or
damage resulting from the violation by the Borrowers of Section 2.5 and from and
against all losses, costs and expenses, incurred in liquidating or employing
deposits from third parties acquired or arranged, or in terminating or unwinding
any contract entered into, or order to effect or fund the whole or any part of
any drawing or any overdue amount hereunder incurred by any Lender as a
consequence of any Default or Event of Default or the repayment of any amount
due hereunder other than at the expiration of an Interest Period.
In addition,
the Borrowers shall indemnify each Lender, the Agent, each of the Lenders' or
the Agent's directors, officers and employees, and each Person, if any, who
controls any Lender or the Agent (each Lender, the Agent and each of such
directors, officers, employees and control Persons is referred to as an
"Indemnified Party") and hold each of