with the
syndication and distribution (including, without limitation, via the internet or
through a service such as Intralinks) of the credit facilities provided for
herein, the preparation and administration of the Loan Documents or any
amendments, modifications or waivers of the provisions of the Loan Documents
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by either Administrative Agent, the Issuing Bank
or any Lender, including the fees, charges and disbursements of any counsel for
either Administrative Agent, the Issuing Bank or any Lender, in connection with
the enforcement, collection or protection of its rights in connection with the
Loan Documents, including its rights under this Section, or in connection with
the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during
any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. Expenses being
reimbursed by the Borrowers under this Section include, without limiting the
generality of the foregoing, costs and expenses incurred in connection with:
(I)
APPRAISALS;
(II)
FIELD EXAMINATIONS, INVENTORY APPRAISALS AND THE PREPARATION OF
REPORTS BASED ON THE FEES CHARGED BY A THIRD PARTY RETAINED BY EITHER
ADMINISTRATIVE AGENT OR THE INTERNALLY ALLOCATED FEES FOR EACH PERSON EMPLOYED
BY SUCH ADMINISTRATIVE AGENT WITH RESPECT TO EACH FIELD EXAMINATION AND
INVENTORY APPRAISAL;
(III)
LIEN AND TITLE SEARCHES AND TITLE INSURANCE;
97
(IV)
TAXES, FEES AND OTHER CHARGES FOR RECORDING THE MORTGAGES, FILING
FINANCING STATEMENTS AND CONTINUATIONS, AND OTHER ACTIONS TO PERFECT, PROTECT,
AND CONTINUE THE ADMINISTRATIVE AGENTS' LIENS;
(V)
SUMS PAID OR INCURRED TO TAKE ANY ACTION REQUIRED OF ANY LOAN
PARTY UNDER THE LOAN DOCUMENTS THAT SUCH LOAN PARTY FAILS TO PAY OR TAKE; AND
(VI)
FORWARDING LOAN PROCEEDS, COLLECTING CHECKS AND OTHER ITEMS OF
PAYMENT, AND ESTABLISHING AND MAINTAINING THE ACCOUNTS AND LOCK BOXES, AND COSTS
AND EXPENSES OF PRESERVING AND PROTECTING THE COLLATERAL.
All of the foregoing costs and expenses may be charged to the Borrowers as
Revolving Loans or to another deposit account, all as described in
Section 2.19(c).
(B)
THE BORROWERS SHALL INDEMNIFY EACH ADMINISTRATIVE AGENT, THE
ISSUING BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING
PERSONS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH
INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, PENALTIES,
LIABILITIES AND RELATED EXPENSES, INCLUDING THE REASONABLE FEES, CHARGES AND
DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST
ANY INDEMNITEE ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE
EXECUTION OR DELIVERY OF THE LOAN DOCUMENTS OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE
OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER
TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN, ACCEPTANCE OR LETTER OF