Loan Documents by reason of such Event of Default
(including in connection with the sale of, collection from, or other realization
upon any collateral) or in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy cases or proceedings.
9.3
Indemnity.
A.
IN ADDITION TO THE PAYMENT OF EXPENSES PURSUANT TO SECTION 9.2,
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, THE
CREDIT PARTIES AGREE TO DEFEND (SUBJECT TO INDEMNITEES' SELECTION OF COUNSEL),
INDEMNIFY, PAY AND HOLD HARMLESS EACH OF THE LEAD ARRANGERS AND AGENTS AND EACH
LENDER, AND THE RESPECTIVE PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, AND AFFILIATES OF EACH OF THE LEAD ARRANGERS AND EACH OF THE AGENTS
AND EACH LENDER (COLLECTIVELY CALLED THE "INDEMNITEES"), FROM AND AGAINST ANY
AND ALL INDEMNIFIED LIABILITIES (AS HEREINAFTER DEFINED); PROVIDED THAT THE
CREDIT PARTIES SHALL NOT HAVE ANY OBLIGATION TO ANY INDEMNITEE HEREUNDER WITH
RESPECT TO ANY INDEMNIFIED LIABILITIES TO THE EXTENT SUCH INDEMNIFIED
LIABILITIES ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THAT
INDEMNITEE OR ANY OF ITS AFFILIATES AS DETERMINED BY A FINAL JUDGMENT OF A COURT
OF COMPETENT JURISDICTION.
AS USED HEREIN, "INDEMNIFIED LIABILITIES" MEANS,
COLLECTIVELY, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES (INCLUDING
NATURAL RESOURCE DAMAGES), PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS
(INCLUDING ENVIRONMENTAL CLAIMS), COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND
OR NATURE WHATSOEVER (INCLUDING THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
FOR INDEMNITEES IN CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL
PROCEEDING COMMENCED OR THREATENED BY ANY CREDIT PARTY OR ANY OTHER PERSON,
WHETHER OR NOT ANY SUCH INDEMNITEE SHALL BE DESIGNATED AS A PARTY OR A POTENTIAL
PARTY THERETO, AND ANY FEES OR EXPENSES INCURRED BY INDEMNITEES IN ENFORCING
THIS INDEMNITY), WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL AND WHETHER BASED ON
ANY FEDERAL, STATE OR FOREIGN LAWS, STATUTES, RULES OR REGULATIONS (INCLUDING
SECURITIES AND COMMERCIAL LAWS, STATUTES, RULES OR REGULATIONS AND ENVIRONMENTAL
LAWS), ON COMMON LAW OR EQUITABLE CAUSE OR ON CONTRACT OR OTHERWISE, THAT MAY BE
IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY SUCH INDEMNITEE, IN ANY MANNER
RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (INCLUDING THE LENDERS' AGREEMENTS
TO MAKE THE CREDIT EXTENSIONS HEREUNDER OR THE USE OR INTENDED USE OF THE
PROCEEDS THEREOF, OR ANY ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS (INCLUDING THE
ENFORCEMENT OF THE GUARANTY)).
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B.
TO THE EXTENT THAT THE UNDERTAKINGS TO DEFEND, INDEMNIFY, PAY AND
HOLD HARMLESS SET FORTH IN THIS SECTION 9.3 MAY BE UNENFORCEABLE IN WHOLE OR IN
PART BECAUSE THEY ARE VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE CREDIT PARTIES
SHALL CONTRIBUTE THE MAXIMUM PORTION THAT IT IS PERMITTED TO PAY AND SATISFY
UNDER APPLICABLE LAW TO THE PAYMENT AND SATISFACTION OF ALL INDEMNIFIED
LIABILITIES INCURRED BY INDEMNITEES OR ANY OF THEM.
C.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE CREDIT PARTIES AND
EACH OF THEIR SUBSIDIARIES