TO, OR
RESULT FROM THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS AND TO REIMBURSE EACH INDEMNIFIED PERSON UPON THEIR DEMAND, FOR
ANY ATTORNEY COSTS OR OTHER EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING,
PREPARING TO DEFEND OR DEFENDING ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY, ACTION
OR CLAIM; PROVIDED, HOWEVER,
(I)
THAT NO INDEMNIFIED PERSON SHALL HAVE THE RIGHT TO BE SO
INDEMNIFIED HEREUNDER FOR ANY LOSS, CLAIM, DAMAGE, PENALTIES, OBLIGATIONS,
EXPENSE OR LIABILITY TO THE EXTENT IT ARISES OR RESULTS FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OR BAD FAITH OF SUCH INDEMNIFIED PERSON AS
FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION AND
(II)
THAT NOTHING CONTAINED HEREIN SHALL AFFECT THE OBLIGATIONS AND
LIABILITIES OF THE LENDERS TO THE BORROWERS CONTAINED HEREIN.
(III)
IF ANY ACTION, SUIT OR PROCEEDING ARISING FROM ANY OF THE
FOREGOING IS BROUGHT AGAINST ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER
PERSON INDEMNIFIED OR INTENDED TO BE INDEMNIFIED PURSUANT TO THIS SECTION 13.4,
THE BORROWERS WILL, IF REQUESTED BY ADMINISTRATIVE AGENT, ANY LENDER OR ANY SUCH
INDEMNIFIED PERSON, RESIST AND DEFEND SUCH ACTION, SUIT OR PROCEEDING OR CAUSE
THE SAME TO BE RESISTED AND DEFENDED BY COUNSEL REASONABLY SATISFACTORY TO THE
PERSON OR PERSONS INDEMNIFIED OR INTENDED TO BE INDEMNIFIED.
EACH INDEMNIFIED
PERSON SHALL, UNLESS ADMINISTRATIVE AGENT, A LENDER OR OTHER INDEMNIFIED PERSON
HAS MADE THE REQUEST DESCRIBED IN THE PRECEDING SENTENCE AND SUCH REQUEST HAS
BEEN COMPLIED WITH, HAVE THE RIGHT TO EMPLOY ITS OWN COUNSEL (OR (BUT NOT AS
WELL AS) STAFF COUNSEL) TO INVESTIGATE AND CONTROL THE DEFENSE OF ANY MATTER
COVERED
126
BY SUCH INDEMNITY AND THE REASONABLE FEES AND EXPENSES OF SUCH COUNSEL SHALL BE
AT THE EXPENSE OF THE INDEMNIFYING PARTY.
EXCLUDING ANY LIABILITY TO THE EXTENT
ARISING OUT OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNIFIED
PERSON AS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL
NON-APPEALABLE JUDGMENT, THE BORROWERS FURTHER AGREE TO INDEMNIFY AND HOLD EACH
INDEMNIFIED PERSON HARMLESS FROM ALL LOSS, COST (INCLUDING ATTORNEY COSTS),
LIABILITY AND DAMAGE WHATSOEVER INCURRED BY ANY INDEMNIFIED PERSON BY REASON OF
ANY VIOLATION OF ANY ENVIRONMENTAL LAWS OR ENVIRONMENTAL PERMITS OR FOR THE
RELEASE OR THREATENED RELEASE OF ANY CONTAMINANTS INTO THE ENVIRONMENT FOR WHICH
ANY BORROWER OR ANY OF ITS SUBSIDIARIES HAS ANY LIABILITY OR WHICH OCCURS UPON
THE MORTGAGED PROPERTY OR WHICH IS RELATED TO ANY PROPERTY CURRENTLY OR FORMERLY
OWNED, LEASED OR OPERATED BY OR ON BEHALF OF ANY BORROWER OR ANY OF ITS
SUBSIDIARIES, OR BY REASON OF THE IMPOSITION OF ANY ENVIRONMENTAL LIEN OR WHICH
OCCURS BY A BREACH OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS
RELATING TO ENVIRONMENTAL MATTERS CONTAINED HEREIN, PROVIDED THAT, WITH RESPECT
TO ANY LIABILITIES ARISING FROM ACTS OR FAILURE TO ACT FOR WHICH ANY BORROWER OR
ANY OF ITS SUBSIDIARIES IS STRICTLY LIABLE UNDER ANY ENVIRONMENTAL LAW OR
ENVIRONMENTAL PERMIT, SUCH BORROWER'S OBLIGATION TO EACH INDEMNIFIED PERSON
UNDER THIS INDEMNITY SHALL LIKEWISE BE WITHOUT REGARD TO FAULT ON THE