EXPENSES OF EVERY TYPE AND NATURE INCURRED BY AGENT BANK AT ANY TIME (WHETHER
PRIOR TO, ON OR AFTER THE DATE OF THIS CREDIT AGREEMENT) IN CONNECTION WITH
(I) ANY REQUESTS FOR CONSENT, WAIVER OR OTHER MODIFICATION OF ANY LOAN DOCUMENT
MADE BY BORROWER, OTHER THAN TO CORRECT ERRORS ATTRIBUTABLE TO THE BANKS;
(II) THE NEGOTIATION, PREPARATION AND EXECUTION OF THIS CREDIT AGREEMENT
(INCLUDING, WITHOUT LIMITATION, THE SATISFACTION OR ATTEMPTED SATISFACTION OF
ANY OF THE CONDITIONS SET FORTH IN ARTICLE III), THE SECURITY DOCUMENTATION AND
THE OTHER LOAN DOCUMENTS AND THE ADVANCE OF BORROWINGS; (III) THE SUBORDINATION
OR RELEASE OF ANY COLLATERAL, INCLUDING TITLE CHARGES, RECORDING FEES AND
REASONABLE ATTORNEYS' FEES AND COSTS INCURRED IN CONNECTION THEREWITH; (IV) ANY
APPRAISALS PERFORMED AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT; (V) THE
CREATION, PERFECTION OR PROTECTION OF THE SECURITY DOCUMENTATION ON THE
COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY FEES AND EXPENSES FOR TITLE AND
LIEN SEARCHES, FILING AND RECORDING FEES AND TAXES, DUPLICATION COSTS AND
CORPORATE SEARCH FEES); (VI) ALL REASONABLE COSTS AND EXPENSES INCURRED BY AGENT
BANK IN CONNECTION WITH THE SALE OF SYNDICATION INTERESTS IN THE CREDIT
FACILITY, INCLUDING PLATFORM FEES, IN CONNECTION WITH THE RESTATEMENT EFFECTIVE
DATE AND EACH COMMITMENT INCREASE; AND (VII) THE PROTECTION, COLLECTION OR
ENFORCEMENT OF ANY OF THE OBLIGATIONS OR THE COLLATERAL, INCLUDING PROTECTIVE
ADVANCES.
(B)
AFTER EVENT OF DEFAULT.
BORROWER FURTHER AGREES TO PAY, OR
REIMBURSE AGENT BANK AND LENDERS, FOR ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES AND
DISBURSEMENTS INCURRED BY AGENT BANK OR LENDERS AFTER THE OCCURRENCE OF AN EVENT
OF DEFAULT (I) IN ENFORCING ANY OBLIGATION OR IN FORECLOSING AGAINST THE
COLLATERAL OR EXERCISING OR ENFORCING ANY OTHER RIGHT OR REMEDY AVAILABLE BY
REASON OF SUCH EVENT OF DEFAULT; (II) IN CONNECTION WITH ANY REFINANCING OR
RESTRUCTURING OF THE CREDIT ARRANGEMENTS PROVIDED UNDER THIS CREDIT AGREEMENT OR
IN ANY INSOLVENCY OR BANKRUPTCY PROCEEDING; (III) IN COMMENCING, DEFENDING OR
INTERVENING IN ANY LITIGATION OR IN FILING A PETITION, COMPLAINT, ANSWER, MOTION
OR OTHER PLEADINGS IN ANY LEGAL PROCEEDING RELATING TO BORROWER AND RELATED TO
OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY; (IV) IN TAKING ANY OTHER
ACTION IN OR WITH RESPECT TO ANY SUIT OR PROCEEDING (WHETHER IN BANKRUPTCY OR
OTHERWISE); (V) IN PROTECTING, PRESERVING, COLLECTING, LEASING, SELLING, TAKING
POSSESSION OF, OR
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LIQUIDATING ANY OF THE COLLATERAL; OR (VI) IN ATTEMPTING TO ENFORCE OR ENFORCING
ANY LIEN IN ANY OF THE COLLATERAL OR ANY OTHER RIGHTS UNDER THE SECURITY
DOCUMENTATION.
SECTION 10.21.
SETOFF.
IN ADDITION TO ANY RIGHTS AND REMEDIES OF THE
AGENT BANK PROVIDED BY LAW, IF ANY EVENT OF DEFAULT EXISTS, AGENT BANK IS
AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, WITHOUT PRIOR NOTICE TO ANY
BORROWER, ANY SUCH NOTICE BEING WAIVED BY THE BORROWER TO THE FULLEST EXTENT
PERMITTED BY LAW, TO SET-OFF AND APPLY ANY AND ALL DEPOSITS (GENERAL OR SPECIAL,
TIME OR DEMAND, PROVISIONAL OR FINAL) AT ANY TIME HELD BY AGENT BANK TO OR FOR
THE CREDIT