INDEMNITY; DAMAGE WAIVER.
(A)
THE BORROWER SHALL PAY (I) ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT, THE ARRANGER AND
THEIR AFFILIATES, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES, CHARGES
AND DISBURSEMENTS OF COUNSEL AND OTHER OUTSIDE CONSULTANTS FOR THE
ADMINISTRATIVE AGENT, THE REASONABLE TRAVEL, PHOTOCOPY, MAILING, COURIER,
TELEPHONE AND OTHER SIMILAR EXPENSES, AND THE COST OF ENVIRONMENTAL INVASIVE AND
NON-INVASIVE ASSESSMENTS AND AUDITS AND SURVEYS AND APPRAISALS, IN CONNECTION
WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN, THE
PREPARATION, NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION (BOTH BEFORE
AND AFTER THE EXECUTION HEREOF AND INCLUDING ADVICE OF COUNSEL TO THE
ADMINISTRATIVE AGENT AS TO THE RIGHTS AND DUTIES OF THE ADMINISTRATIVE AGENT AND
THE LENDERS WITH RESPECT THERETO) OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
AND ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF OR CONSENTS RELATED TO THE
PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY SHALL BE CONSUMMATED), (II) ALL COSTS, EXPENSES, TAXES,
ASSESSMENTS AND OTHER CHARGES INCURRED BY ANY AGENT OR ANY LENDER IN CONNECTION
WITH ANY FILING, REGISTRATION, RECORDING OR PERFECTION OF ANY SECURITY INTEREST
CONTEMPLATED BY THIS AGREEMENT OR ANY SECURITY INSTRUMENT OR ANY OTHER DOCUMENT
REFERRED TO THEREIN, (III) 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, (IV) ALL
OUT-OF-POCKET EXPENSES INCURRED BY ANY AGENT, THE ISSUING BANK OR ANY LENDER,
INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY AGENT, THE
ISSUING BANK OR ANY LENDER, IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF
ITS RIGHTS IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
INCLUDING ITS RIGHTS UNDER THIS SECTION 12.03, OR IN CONNECTION WITH THE LOANS
MADE OR LETTERS OF CREDIT ISSUED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL
SUCH OUT-OF-POCKET EXPENSES INCURRED DURING ANY WORKOUT, RESTRUCTURING OR
NEGOTIATIONS IN RESPECT OF SUCH LOANS OR LETTERS OF CREDIT.
(B)
THE BORROWER SHALL INDEMNIFY EACH AGENT, THE
ARRANGER, 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
DEFEND AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS,
DAMAGES, PENALTIES, LIABILITIES AND RELATED EXPENSES, INCLUDING THE FEES,
CHARGES AND
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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 THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE
PARTIES HERETO OR THE PARTIES TO ANY OTHER LOAN DOCUMENT OF THEIR RESPECTIVE
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR BY ANY OTHER LOAN DOCUMENT, (II) THE FAILURE OF THE
BORROWER OR ANY SUBSIDIARY TO COMPLY WITH THE TERMS OF ANY LOAN DOCUMENT,
INCLUDING THIS AGREEMENT, OR WITH ANY GOVERNMENTAL REQUIREMENT, (III) ANY
INACCURACY OF ANY REPRESENTATION OR ANY BREACH