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 the
Administrative
Agent, the Issuing Bank or any Lender,
including the reasonable fees,
charges and disbursements of any counsel for the
Administrative
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 THE
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,
LIABILITIES AND
RELATED
EXPENSES,
INCLUDING THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF
ANY COUNSEL FOR ANY INDEMNITEE,
INCURRED BY OR ASSERTED
AGAINST ANY INDEMNITEE
80
DIRECTLY ARISING OUT OF, DIRECTLY IN CONNECTION WITH, OR DIRECTLY 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
RESTRICTED
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 OF ANY WARRANTY OR COVENANT
OF THE BORROWER OR ANY GUARANTOR
SET FORTH IN ANY OF THE LOAN
DOCUMENTS OR ANY
INSTRUMENTS, DOCUMENTS OR CERTIFICATIONS DELIVERED IN CONNECTION THEREWITH, (iv)
ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE
PROCEEDS
THEREFROM,
INCLUDING,
WITHOUT
LIMITATION,
(A) ANY REFUSAL BY THE ISSUING
BANK TO HONOR A DEMAND FOR
PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS
PRESENTED IN CONNECTION
WITH
SUCH DEMAND DO NOT STRICTLY
COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT,
OR
(B) THE
PAYMENT OF A DRAWING
UNDER ANY
LETTER OF CREDIT
NOTWITHSTANDING
THE
NON-COMPLIANCE,
NON-DELIVERY
OR OTHER IMPROPER
PRESENTATION
OF THE DOCUMENTS
PRESENTED IN CONNECTION
THEREWITH,
(v) ANY OTHER ASPECT OF THE LOAN DOCUMENTS,
(vi)THE OPERATIONS OF THE BUSINESS OF THE BORROWER AND ITS
SUBSIDIARIES
BY THE
BORROWER
AND ITS
SUBSIDIARIES, (vii) ANY
ASSERTION THAT THE LENDERS
WERE NOT
ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THE SECURITY
INSTRUMENTS,
(viii) ANY ENVIRONMENTAL LAW APPLICABLE TO THE BORROWER OR ANY SUBSIDIARY OR ANY
OF THEIR
PROPERTIES,
INCLUDING
WITHOUT
LIMITATION, THE PRESENCE, GENERATION,
STORAGE, RELEASE, THREATENED RELEASE, USE, TRANSPORT,
DISPOSAL,
ARRANGEMENT OF
DISPOSAL OR
TREATMENT
OF OIL,
OIL AND GAS WASTES,
SOLID