INTERPRETATION OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS, OR ANY AMENDMENT, MODIFICATION, APPROVAL, CONSENT OR
WAIVER HEREOF OR THEREOF, OR IN CONNECTION WITH THE ENFORCEMENT OF ANY
OBLIGATIONS OR THE SATISFACTION OF ANY INDEBTEDNESS OF THE BORROWERS HEREUNDER
OR THEREUNDER, OR IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR DISPUTE IN
ANY WAY RELATED TO THE CREDIT HEREUNDER, THE OBLIGATIONS, THE LOAN DOCUMENTS OR
THE COLLATERAL, INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS
OF THE OUTSIDE COUNSEL AND THE ALLOCATED COSTS OF IN-HOUSE LEGAL COUNSEL OF THE
ADMINISTRATIVE AGENT; ACCOUNTING, CONSULTING, APPRAISAL, BROKERAGE OR OTHER
SIMILAR PROFESSIONAL FEES OR EXPENSES; ANY FEES OR EXPENSES (INCLUDING THE
ADMINISTRATIVE AGENT'S PER DIEM CHARGES) RELATING TO ANY INSPECTIONS, APPRAISALS
OR EXAMINATIONS CONDUCTED IN CONNECTION WITH THE LOANS OR ANY COLLATERAL; AND
ALL COSTS AND EXPENSES RELATING TO ANY ATTEMPT TO INSPECT, VERIFY, PROTECT,
PRESERVE, RESTORE, COLLECT, SELL, LIQUIDATE OR OTHERWISE DISPOSE OF OR REALIZE
UPON ANY COLLATERAL.
THE AMOUNT OF ALL SUCH COSTS, CHARGES AND EXPENSES SHALL,
UNTIL PAID, BEAR INTEREST AT THE RATE APPLICABLE TO BASE RATE LOANS AND SHALL BE
AN OBLIGATION SECURED BY THE COLLATERAL.
THE BORROWERS WILL PAY ANY TAXES
(INCLUDING ANY INTEREST AND PENALTIES IN RESPECT THEREOF), OTHER THAN THE
LENDERS' FEDERAL AND STATE INCOME TAXES AND OTHER EXCLUDED TAXES, PAYABLE ON OR
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS (THE
BORROWERS, JOINTLY AND SEVERALLY, HEREBY AGREEING, TO INDEMNIFY THE
ADMINISTRATIVE AGENT, THE LC ISSUER AND THE LENDERS WITH RESPECT THERETO).
12.3
INDEMNIFICATION.
THE BORROWERS, JOINTLY AND SEVERALLY, AGREE TO
INDEMNIFY AND HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE LC ISSUER AND THE
LENDERS, AS WELL AS THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICES, AGENTS,
ATTORNEYS, SUBSIDIARIES AND AFFILIATES, FROM AND AGAINST ALL DAMAGES, LOSSES,
SETTLEMENT PAYMENTS, OBLIGATIONS, LIABILITIES, CLAIMS, SUITS, PENALTIES,
ASSESSMENTS, CITATIONS, DIRECTIVES, DEMANDS, JUDGMENTS, ACTIONS OR CAUSES OF
ACTION, WHETHER STATUTORILY CREATED OR UNDER THE COMMON LAW, ALL REASONABLE
COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND
DISBURSEMENTS OF ATTORNEYS, ENGINEERS AND CONSULTANTS) AND ALL OTHER LIABILITIES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LIABILITIES UNDER ENVIRONMENTAL LAWS)
WHICH SHALL AT ANY TIME OR TIMES BE INCURRED, SUFFERED, SUSTAINED OR REQUIRED TO
BE PAID BY ANY SUCH INDEMNIFIED PERSON (EXCEPT ANY OF THE FOREGOING WHICH RESULT
FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE INDEMNIFIED PERSON) ON
ACCOUNT OF OR IN RELATION TO OR ANY WAY IN CONNECTION WITH ANY OF THE
ARRANGEMENTS OR TRANSACTIONS CONTEMPLATED BY, ASSOCIATED WITH OR ANCILLARY TO
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OTHER DOCUMENTS EXECUTED OR
86
DELIVERED IN CONNECTION HEREWITH OR THEREWITH, ALL AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, OR WITH RESPECT TO ANY LETTERS OF CREDIT, WHETHER OR NOT ALL
OR PART OF THE TRANSACTIONS CONTEMPLATED BY, ASSOCIATED WITH OR ANCILLARY TO
THIS AGREEMENT, ANY OF THE LOAN DOCUMENTS OR ANY SUCH OTHER DOCUMENTS ARE
ULTIMATELY CONSUMMATED.
IN ANY INVESTIGATION, PROCEEDING OR LITIGATION, OR THE
PREPARATION THEREFOR, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL SELECT
THEIR OWN COUNSEL AND, IN ADDITION