Print Page  Close Window

SEC Filings

SC 13D
ALLEN PAUL G filed this Form SC 13D on 11/22/1999
Entire Document
 
<PAGE>   54

         SECTION 10.5 Payment of Expenses and Taxes. The Borrower agrees (a),
whether or not the transactions herein contemplated are consummated, (i) to pay
or reimburse each of the Administrative Agent and the Lead Arranger for all its
reasonable out-of-pocket costs and expenses incurred in connection with the
development, preparation, syndication and execution of this Agreement, the other
Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of White & Case LLP, counsel to the Administrative Agent
and Lead Arranger, (ii) to pay or reimburse each of the Administrative Agent and
the Lead Arranger for all its reasonable out-of-pocket costs and expenses
incurred in connection with any amendment, supplement or modification to this
Agreement, the other Loan Documents and any such other documents, including,
without limitation, the reasonable fees and disbursements of White & Case LLP,
counsel to the Administrative Agent and the Lead Arranger and (iii) to pay or
reimburse each Lender, the Administrative Agent and the Agents for all costs and
expenses incurred in connection with the enforcement or preservation of any
rights under this Agreement and the other Loan Documents, each as amended,
supplemented or modified, and any such other documents, including, without
limitation, the fees and disbursements of counsel (including the allocated fees
and expenses of in-house counsel) to each Lender and of counsel to the
Administrative Agent and the Agents, (b) to pay, indemnify, and hold harmless
each Lender, the Administrative Agent and Agents from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay in paying, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, this Agreement, the other Loan Documents and
any such other documents, and (c) to pay, indemnify, and hold harmless each
Lender, the Administrative Agent, the Agents, their Affiliates and each of their
respective officers, directors, employees, affiliates, agents and controlling
persons (each, an "indemnitee") from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (including, without
limitation, fees, charges and disbursements of counsel to such indemnitee) with
respect to the syndication, execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents or any actual or
proposed use of proceeds of any Loan (all the foregoing in this clause (c),
collectively, the "indemnified liabilities"), provided, that the Borrower shall
have no obligation hereunder to any individual indemnitee with respect to
indemnified liabilities arising from the gross negligence or willful misconduct
of such indemnitee. The agreements in this Section 10.5 shall survive the
termination of the Commitments and the repayment of each Lender's Loan and all
other amounts payable hereunder.

         SECTION 10.6 Successors and Assigns; Participations and Assignments.

         (a) This Agreement shall be binding upon and inure to the benefit of
the Borrower, the Guarantor (and any heirs, executors and administrators of the
Guarantor and the successors and assigns of such Persons), the Lenders, the
Administrative Agent, the Agents and their respective successors and assigns,
except that neither the Borrower nor the Guarantor (nor any


                                      -49-