THE ADMINISTRATIVE AGENT AND EACH LENDER
(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) IN
CONNECTION WITH (Y) ANY REFINANCING OR RESTRUCTURING OF THE CREDIT ARRANGEMENTS
PROVIDED UNDER THIS AGREEMENT, WHETHER IN THE NATURE OF A "WORK-OUT," IN ANY
INSOLVENCY OR BANKRUPTCY PROCEEDING OR OTHERWISE AND WHETHER OR NOT CONSUMMATED,
AND (Z) THE ENFORCEMENT, ATTEMPTED ENFORCEMENT OR PRESERVATION OF ANY RIGHTS OR
REMEDIES UNDER THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, WHETHER IN
ANY ACTION, SUIT OR PROCEEDING (INCLUDING ANY BANKRUPTCY OR INSOLVENCY
PROCEEDING) OR OTHERWISE, AND (III) TO PAY AND HOLD THE ADMINISTRATIVE AGENT,
THE ARRANGER AND EACH LENDER HARMLESS FROM AND AGAINST ALL LIABILITY FOR ANY
INTANGIBLES, DOCUMENTARY, STAMP OR OTHER SIMILAR TAXES, FEES AND EXCISES, IF
ANY, INCLUDING ANY INTEREST AND PENALTIES, AND ANY FINDER'S OR BROKERAGE FEES,
COMMISSIONS AND EXPENSES (OTHER THAN ANY FEES, COMMISSIONS OR EXPENSES OF
FINDERS OR BROKERS ENGAGED BY THE ADMINISTRATIVE AGENT OR ANY LENDER), THAT MAY
BE PAYABLE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND THE OTHER CREDIT DOCUMENTS.
113
11.2
INDEMNIFICATION.
THE BORROWERS AGREE (SUBJECT TO
SECTION 11.18), WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
SHALL BE CONSUMMATED, TO INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT, THE
ARRANGER AND EACH LENDER AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS AND AFFILIATES (EACH, AN "INDEMNIFIED PERSON") HARMLESS FROM
AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, OBLIGATIONS, LIABILITIES,
PENALTIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEYS' FEES AND EXPENSES) OF ANY KIND OR NATURE WHATSOEVER, WHETHER DIRECT,
INDIRECT OR CONSEQUENTIAL (COLLECTIVELY, "INDEMNIFIED COSTS"), THAT MAY AT ANY
TIME BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY SUCH INDEMNIFIED PERSON
AS A RESULT OF, ARISING FROM OR IN ANY WAY RELATING TO THE PREPARATION,
EXECUTION, PERFORMANCE, ENFORCEMENT OF OR PRESERVATION OF RIGHTS UNDER THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, ANY OF THE TRANSACTIONS
CONTEMPLATED HEREIN OR THEREIN OR ANY TRANSACTION FINANCED OR TO BE FINANCED IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY LOANS OR
LETTERS OF CREDIT (INCLUDING, WITHOUT LIMITATION, IN CONNECTION (I) WITH THE
ACTUAL OR ALLEGED GENERATION, PRESENCE, STORAGE, TREATMENT, DISPOSAL, TRANSPORT,
DISCHARGE OR RELEASE OF ANY HAZARDOUS SUBSTANCES ON, IN, TO OR FROM ANY REAL
PROPERTY AT ANY TIME OWNED, OPERATED OR LEASED BY ANY CREDIT PARTY, (II) ANY
OTHER ENVIRONMENTAL CLAIMS AND (III) ANY VIOLATION OF OR LIABILITY UNDER ANY
ENVIRONMENTAL LAW), OR ANY ACTION, SUIT OR PROCEEDING (INCLUDING ANY INQUIRY OR
INVESTIGATION) BY ANY PERSON, WHETHER THREATENED OR INITIATED, RELATED TO ANY OF
THE FOREGOING, AND IN ANY CASE WHETHER OR NOT SUCH INDEMNIFIED PERSON IS A PARTY
TO ANY SUCH ACTION, PROCEEDING OR SUIT OR A SUBJECT OF ANY SUCH INQUIRY OR
INVESTIGATION; PROVIDED, HOWEVER, THAT NO INDEMNIFIED PERSON SHALL HAVE THE
RIGHT TO BE INDEMNIFIED HEREUNDER FOR ANY INDEMNIFIED COSTS TO THE EXTENT
DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE
JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF