the Obligors and any or some of
them and the Lender and the method of computing such charges or interest amounts
were and are proper and agreed to by the Obligors.
m. Indemnification. EACH OBLIGOR AGREES TO INDEMNIFY, SAVE, DEFEND AND HOLD
THE LENDER, AND ITS DIRECTORS, AGENTS, EMPLOYEES AND COUNSEL, HARMLESS FROM AND
AGAINST ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS OR EXPENSES
IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY OF THEM IN CONNECTION WITH ANY
LITIGATION, INVESTIGATION, CLAIM OR PROCEEDING COMMENCED OR THREATENED RELATED
TO THE NEGOTIATION, PREPARATION, EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE
OR ADMINISTRATION OF THIS AGREEMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN
DOCUMENTS, OR ANY UNDERTAKING OR PROCEEDING RELATED TO ANY OF THE TRANSACTIONS
CONTEMPLATED THEREBY OR ANY ACT, OMISSION, EVENT OR TRANSACTION RELATED OR
ATTENDANT THERETO, INCLUDING AMOUNTS PAID IN SETTLEMENT, COURT COSTS, AND THE
FEES AND EXPENSES OF COUNSEL. TO THE EXTENT THAT THE UNDERTAKING TO INDEMNIFY,
PAY AND HOLD HARMLESS SET FORTH IN THIS SECTION 16(m) MAY BE UNENFORCEABLE
BECAUSE IT VIOLATES ANY LAW OR PUBLIC POLICY, THE OBLIGORS SHALL PAY THE MAXIMUM
PORTION, WHICH THEY ARE PERMITTED TO PAY UNDER APPLICABLE LAW TO THE LENDER IN
SATISFACTION OF INDEMNIFIED MATTERS UNDER THIS SECTION 16(m). THE FOREGOING
INDEMNITY SHALL SURVIVE THE PAYMENT OF THE INDEBTEDNESS AND THE TERMINATION OR
NON-RENEWAL OF THE CREDIT AGREEMENT. PURSUANT TO THE FOREGOING, THE OBLIGORS
SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE INDEMNIFIED PARTIES FROM ALL
CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND EXPENSES INCURRED OR ASSERTED AS A
RESULT, EITHER IN WHOLE OR IN PART, FROM THE NEGLIGENCE OF ANY OF THE
INDEMNIFIED PARTIES.
EACH OBLIGOR, BY SIGNING THIS AGREEMENT, HEREBY ABSOLUTELY AND UNCONDITIONALLY
RELEASES AND FOREVER DISCHARGES THE LENDER, AND ANY AND ALL PARTICIPANTS, PARENT
CORPORATION, SUBSIDIARY CORPORATIONS, AFFILIATED
13
CORPORATIONS, INSURERS, INDEMNITOR, SUCCESSORS AND ASSIGNS THEREOF, TOGETHER
WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF
ANY OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION OF
ANY KIND, NATURE OR DESCRIPTION, WHETHER ARISING IN LAW OR EQUITY OR UPON
CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE, WHICH THE
OBLIGORS HAVE HAD, NOW HAVE OR HAVE MADE CLAIM TO HAVE AGAINST ANY SUCH PERSON
FOR OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING
FROM THE BEGINNING OF TIME TO AND INCLUDING THE DATE OF THIS AGREEMENT, WHETHER
SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR KNOWN OR
UNKNOWN RELATING TO THE ADVANCES, THE LETTERS OF CREDIT AND THE INDEBTEDNESS,
ALL OF THE BUSINESS TRANSACTIONS BETWEEN THE PARTIES, ANY OF THE LOAN DOCUMENTS
OR THE ENFORCEMENT OR ATTEMPTED ENFORCEMENT BY THE LENDER OF RIGHTS, REMEDIES OR
RECOURSES RELATED THERETO.
n. Confidentiality. Except as required by law, the Obligors, jointly and
severally, shall hold in confidence and shall not disclose to anyone either the
form or substance of this Agreement or any of the other Loan Documents.
o. No Participation by the Lender. Neither the