EXPENSES, INDEMNITIES, ETC.
(A)
THE BORROWER AGREES:
(I)
WHETHER OR NOT THE TRANSACTIONS HEREBY
CONTEMPLATED ARE CONSUMMATED, TO PAY TO THE EXTENT SET FORTH IN THE FEE LETTERS
ALL REASONABLE EXPENSES OF THE AGENT IN THE ADMINISTRATION (BOTH BEFORE AND
AFTER THE EXECUTION HEREOF AND INCLUDING ADVICE OF COUNSEL AS TO THE RIGHTS AND
DUTIES OF THE AGENT AND THE LENDERS WITH RESPECT THERETO) OF, AND IN CONNECTION
WITH THE NEGOTIATION, SYNDICATION, INVESTIGATION, PREPARATION, EXECUTION AND
DELIVERY OF, RECORDING OR FILING OF, PRESERVATION OF RIGHTS UNDER, ENFORCEMENT
OF, AND REFINANCING, RENEGOTIATION OR RESTRUCTURING OF, THE LOAN DOCUMENTS AND
ANY AMENDMENT, WAIVER OR CONSENT RELATING THERETO (INCLUDING, WITHOUT
LIMITATION, TRAVEL, PHOTOCOPY, MAILING, COURIER, TELEPHONE AND OTHER SIMILAR
EXPENSES OF THE AGENT, THE COST OF ENVIRONMENTAL AUDITS, SURVEYS AND APPRAISALS
AT REASONABLE INTERVALS, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND
OTHER OUTSIDE CONSULTANTS FOR THE AGENT AND, IN THE CASE OF ENFORCEMENT, THE
REASONABLE FEES AND DISBURSEMENTS OF COUNSEL FOR THE AGENT AND ANY
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OF THE LENDERS); AND PROMPTLY REIMBURSE THE AGENT FOR ALL AMOUNTS EXPENDED,
ADVANCED OR INCURRED BY THE AGENT OR THE LENDERS TO SATISFY ANY OBLIGATION OF
THE BORROWER OR THE GUARANTORS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
INCLUDING WITHOUT LIMITATION, ALL COSTS AND EXPENSES OF FORECLOSURE;
(II)
TO INDEMNIFY THE AGENT AND EACH LENDER AND
EACH OF THEIR AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED
PARTIES") FROM, HOLD EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY
OR REIMBURSE EACH OF THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR
ASSERTED AGAINST OR INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS
DESIGNATED A PARTY THERETO) ASSERTED BY ANY THIRD PARTY OR BY THE BORROWER OR
ANY OTHER CREDIT PARTY AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO
(I) ANY ACTUAL OR PROPOSED USE BY THE BORROWER OF THE PROCEEDS OF ANY OF THE
LOANS OR LETTERS OF CREDIT, (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THE
LOAN DOCUMENTS BY THE BORROWER, (III) THE OPERATIONS OF THE BUSINESS OF THE
BORROWER, ANY GUARANTOR AND THE RESTRICTED SUBSIDIARIES, (IV) THE FAILURE OF THE
BORROWER, ANY GUARANTOR OR ANY RESTRICTED SUBSIDIARY TO COMPLY WITH THE TERMS OF
ANY LOAN DOCUMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF
ANY REPRESENTATION OR ANY BREACH OF ANY WARRANTY OF THE BORROWER OR THE
GUARANTOR SET FORTH IN ANY OF THE LOAN DOCUMENTS, (VI) THE ISSUANCE, EXECUTION
AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF
CREDIT, OR (VII) THE PAYMENT OF A DRAWING UNDER ANY LETTER OF CREDIT
NOTWITHSTANDING THE NON-COMPLIANCE, NON-DELIVERY OR OTHER IMPROPER PRESENTATION
OF THE MANUALLY EXECUTED DRAFT(S) AND CERTIFICATION(S), (VIII) ANY ASSERTION
THAT THE LENDERS WERE NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO
THE LOAN DOCUMENTS OR (IX) ANY OTHER ASPECT OF THE LOAN DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND