RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND ALL RELATED AGREEMENTS; AND (II) TO PAY OR REIMBURSE THE LENDERS
AND THE ADMINISTRATIVE AGENT FOR ALL REASONABLE COSTS, AND EXPENSES, INCLUDING
WITHOUT LIMITATION REASONABLE ATTORNEYS FEES PAID OR INCURRED BY THE LENDERS AND
THE ADMINISTRATIVE AGENT IN CONNECTION WITH ANY ENFORCEMENT OR COLLECTION
PROCEEDINGS, WHETHER IN ANY ACTION, SUIT OR LITIGATION, ANY BANKRUPTCY,
INSOLVENCY, RECEIVERSHIP, FORECLOSURE, WINDING UP OR LIQUIDATION PROCEEDINGS OR
OTHER SIMILAR PROCEEDING AFFECTING CREDITORS' RIGHTS GENERALLY WORKOUT
RESTRUCTURING OR OTHER NEGOTIATIONS OR PROCEEDINGS (WHETHER OR NOT THE WORKOUT,
RESTRUCTURING OR TRANSACTION CONTEMPLATED THEREBY IS CONSUMMATED). ALL AMOUNTS
PAYABLE BY THE BORROWERS PURSUANT TO THIS SECTION 12 MAY BE CHARGED TO THE
BORROWERS' ACCOUNTS WHEN INCURRED BY THE ADMINISTRATIVE AGENT AND/OR THE LENDERS
AS APPLICABLE AND SHALL BE PART OF THE OBLIGATIONS.
IN ANY SUCH EVENT DESCRIBED IN SECTION 12.8(A), THE REASONABLE ATTORNEYS' FEES
ARISING FROM SUCH SERVICES AND ALL REASONABLY INCURRED EXPENSES, COSTS, CHARGES
AND OTHER FEES OF SUCH COUNSEL, OF THE ADMINISTRATIVE AGENT OR ANY LENDER OR
RELATING TO ANY OF THE EVENTS OR ACTIONS DESCRIBED IN THIS SECTION SHALL BE
PAYABLE, ON DEMAND, BY THE BORROWERS TO THE LENDERS AND SHALL BE ADDITIONAL
OBLIGATIONS HEREUNDER SECURED BY THE COLLATERAL. WITHOUT LIMITING THE GENERALITY
OF THE FOREGOING, SUCH EXPENSES, COSTS, CHARGES AND FEES MAY INCLUDE
ACCOUNTANTS' FEES, APPRAISERS' FEES, COSTS AND EXPENSES; COURT COSTS AND
EXPENSES; PHOTOCOPYING AND DUPLICATING EXPENSES; COURT REPORTER FEES, COSTS AND
EXPENSES; LONG DISTANCE TELEPHONE CHARGES; AIR EXPRESS CHARGES; SECRETARIAL
OVER-TIME CHARGES; AND EXPENSES FOR TRAVEL, LODGING AND FOOD PAID OR INCURRED IN
CONNECTION WITH THE PERFORMANCE OF SUCH LEGAL SERVICES.
ADDITIONALLY, IF ANY TAXES OR FEES OR COST (INCLUDING BUT NOT LIMITED TO THE
COST OF ANY SEARCHES, FILING FEES AND RECORDING FEES) SHALL BE PAYABLE ON
ACCOUNT OF THE EXECUTION OR DELIVERY OF THIS AGREEMENT, OR THE EXECUTION,
DELIVERY, ISSUANCE OR RECORDING OF ANY OF THE OTHER BASIC DOCUMENTS, OR THE
CREATION OF ANY OF THE LOAN HEREUNDER, BY REASON OF ANY EXISTING OR HEREAFTER
ENACTED FEDERAL OR STATE STATUTE, THE BORROWERS WILL PAY ALL SUCH TAXES, (EXCEPT
FOR ANY INCOME TAXES PAYABLE BY THE ADMINISTRATIVE AGENT OR ANY LENDER OR
MEASURED BY ANY COMPENSATION RECEIVED BY THE ADMINISTRATIVE AGENT OR ANY LENDER
UNDER THIS AGREEMENT) INCLUDING, BUT NOT LIMITED TO, ANY INTEREST AND/OR PENALTY
THEREON, AND WILL INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND EACH LENDER
HARMLESS FROM AND AGAINST LIABILITY IN CONNECTION THEREWITH.
THE PROVISIONS OF THE PROVISO SET FORTH IN THE LAST PARAGRAPH OF SECTION 8.5
SHALL OVERRIDE ANY INCONSISTENT OR CONTRARY PROVISIONS OF THIS SECTION 12.8.
72
ADDITIONAL INDEMNITY.
Each of the Loan Parties shall indemnify the Administrative Agent and each
Lender (an "Indemnified Party") from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses and disbursements of any kind or nature whatsoever (including, without
limitation, fees and disbursements of counsel) which may be imposed on, incurred
by, or asserted against the Indemnified Party in any litigation, proceeding or
investigation instituted