EXPENSES.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT ARE CONSUMMATED, BORROWER WILL PROMPTLY (AND IN ANY EVENT,
WITHIN THIRTY (30) DAYS AFTER ANY INVOICE OR OTHER STATEMENT OR NOTICE) PAY: (I)
ALL TRANSFER, STAMP, MORTGAGE, DOCUMENTARY OR OTHER SIMILAR TAXES, ASSESSMENTS
OR CHARGES LEVIED BY ANY GOVERNMENTAL OR REVENUE AUTHORITY IN RESPECT OF THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENT OR
TRANSACTION REFERRED TO HEREIN OR THEREIN, (II) ALL REASONABLE COSTS AND
EXPENSES INCURRED BY OR ON BEHALF OF AGENT (INCLUDING WITHOUT LIMITATION
REASONABLE ATTORNEYS' FEES, TRAVEL COSTS AND MISCELLANEOUS EXPENSES), BUT
EXCLUDING CONSULTANTS FEES OTHER THAN IN CONNECTION WITH
AN ANNUAL FIELD AUDIT
PERMITTED BELOW, IN CONNECTION WITH (1) THE NEGOTIATION, PREPARATION, EXECUTION
AND DELIVERY OF THE LOAN DOCUMENTS, AND ANY AND ALL CONSENTS, WAIVERS OR OTHER
DOCUMENTS OR INSTRUMENTS RELATING THERETO, (2) THE FILING, RECORDING, REFILING
AND RE-RECORDING OF ANY LOAN DOCUMENTS AND ANY OTHER DOCUMENTS OR INSTRUMENTS OR
FURTHER ASSURANCES REQUIRED TO BE FILED OR RECORDED OR REFILED OR RE-RECORDED BY
THE TERMS OF ANY LOAN DOCUMENT, (3) THE BORROWINGS HEREUNDER AND OTHER ACTION
REASONABLY REQUIRED IN THE COURSE OF ADMINISTRATION HEREOF, (4) MONITORING OR
CONFIRMING (OR PREPARATION OR NEGOTIATION OF ANY DOCUMENT RELATED TO) ANY
RESTRICTED PERSON'S COMPLIANCE WITH ANY COVENANTS OR CONDITIONS CONTAINED IN
THIS AGREEMENT OR
62
IN ANY LOAN DOCUMENT, AND (III) ALL REASONABLE COSTS AND EXPENSES INCURRED BY
THE AGENT ON BEHALF OF ANY LENDER PARTY (INCLUDING WITHOUT LIMITATION REASONABLE
ATTORNEYS' FEES, REASONABLE CONSULTANTS' FEES AND REASONABLE ACCOUNTING FEES) IN
CONNECTION WITH THE CONDUCT OF AN ANNUAL FIELD AUDIT, THE PRESERVATION OF ANY
RIGHTS UNDER THE LOAN DOCUMENTS OR THE DEFENSE OR ENFORCEMENT OF ANY OF THE LOAN
DOCUMENTS (INCLUDING THIS SECTION), ANY ATTEMPT TO CURE ANY BREACH THEREUNDER BY
ANY RESTRICTED PERSON, OR THE DEFENSE OF ANY LENDER PARTY'S EXERCISE OF ITS
RIGHTS THEREUNDER.
IN ADDITION TO THE FOREGOING, UNTIL ALL OBLIGATIONS HAVE
BEEN PAID IN FULL, BORROWER WILL ALSO PAY OR REIMBURSE AGENT FOR ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF AGENT OR ITS AGENTS OR EMPLOYEES IN
CONNECTION WITH THE CONTINUING ADMINISTRATION OF THE LOANS AND THE RELATED DUE
DILIGENCE OF AGENT, INCLUDING TRAVEL AND MISCELLANEOUS EXPENSES AND REASONABLE
FEES AND EXPENSES OF AGENT'S OUTSIDE COUNSEL AND CONSULTANTS ENGAGED IN
CONNECTION WITH THE LOAN DOCUMENTS.
(B)
INDEMNITY. BORROWER AGREES TO INDEMNIFY EACH LENDER PARTY, UPON
DEMAND, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, BROKER'S FEES,
CLAIMS, LOSSES, DAMAGES, PENALTIES, FINES, ACTIONS, JUDGMENTS, SUITS,
SETTLEMENTS, COSTS, EXPENSES OR DISBURSEMENTS (INCLUDING REASONABLE FEES OF
ATTORNEYS, ACCOUNTANTS, EXPERTS AND ADVISORS) OF ANY KIND OR NATURE WHATSOEVER
(IN THIS SECTION COLLECTIVELY CALLED "LIABILITIES AND COSTS") WHICH TO ANY
EXTENT (IN WHOLE OR IN PART) MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST
SUCH LENDER PARTY GROWING OUT OF, RESULTING FROM OR IN ANY OTHER WAY ASSOCIATED
WITH ANY OF THE COLLATERAL, THE LOAN DOCUMENTS AND THE TRANSACTIONS AND EVENTS
(INCLUDING THE ENFORCEMENT OR DEFENSE THEREOF) AT ANY TIME ASSOCIATED THEREWITH
OR CONTEMPLATED