RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS (EACH, AN "INDEMNIFIED PARTY") MAY HAVE
HEREUNDER OR UNDER APPLICABLE LAW, THE COMPANY HEREBY AGREES TO INDEMNIFY EACH
INDEMNIFIED PARTY FROM AND AGAINST ANY AND ALL DAMAGES, LOSSES, CLAIMS,
LIABILITIES AND RELATED COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS (ALL OF THE FOREGOING BEING COLLECTIVELY REFERRED TO AS
"INDEMNIFIED AMOUNTS") AWARDED AGAINST OR INCURRED BY ANY OF THEM, WHETHER PRIOR
TO OR FROM AND AFTER THE CLOSING DATE, WHETHER DIRECT, INDIRECT OR
CONSEQUENTIAL, ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT OR IN RESPECT OF
ANY
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RECEIVABLE OR ANY CONTRACT, EXCLUDING, HOWEVER, (A) INDEMNIFIED AMOUNTS TO THE
EXTENT RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT ON THE PART OF SUCH
INDEMNIFIED PARTY AS DETERMINED BY A FINAL JUDGMENT OF A COURT OF COMPETENT
JURISDICTION; OR (B) ANY EXCLUDED TAXES INCURRED BY SUCH INDEMNIFIED PARTY
ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT OR IN RESPECT OF ANY RECEIVABLE
OR ANY CONTRACT; OR (C) FEES AND OTHER COSTS AND EXPENSES RELATED TO THE
ASSIGNMENT OF A LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT AS SET
FORTH IN SECTION 13.9.
WITHOUT LIMITING THE FOREGOING (BUT SUBJECT TO THE
RESTRICTIONS DESCRIBED IN THE FOREGOING CLAUSES (A), (B) AND (C)), THE COMPANY
WILL INDEMNIFY EACH INDEMNIFIED PARTY FOR INDEMNIFIED AMOUNTS RELATING TO OR
RESULTING FROM ANY OF THE FOLLOWING:
(I)
RELIANCE ON ANY REPRESENTATION OR WARRANTY MADE BY THE COMPANY
(OR ANY OF ITS OFFICERS) UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY MONTHLY
REPORT OR ANY OTHER INFORMATION OR REPORT (EXCEPT PROJECTIONS OR ANY FORWARD
LOOKING STATEMENTS MADE IN GOOD FAITH) DELIVERED BY THE COMPANY PURSUANT HERETO,
WHICH WAS FALSE OR INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE;
(II)
THE FAILURE BY THE COMPANY TO COMPLY WITH ANY APPLICABLE LAW,
RULE, ORDER OR REGULATION WITH RESPECT TO ANY LOAN DOCUMENT AND ANY RECEIVABLE
OR THE RELATED CONTRACT, OR THE NONCONFORMITY OF ANY RECEIVABLE OR THE RELATED
CONTRACT, OR PERFORMANCE UNDER THE LOAN DOCUMENTS, WITH ANY SUCH APPLICABLE LAW,
RULE, ORDER OR REGULATION;
(III)
THE FAILURE TO MAINTAIN CONTINUOUSLY, IN FAVOR OF THE AGENT FOR
THE BENEFIT OF THE LENDERS, A SECURITY INTEREST IN THE COLLATERAL, FREE AND
CLEAR OF ANY ADVERSE CLAIM;
(IV)
THE FAILURE TO FILE, OR ANY DELAY IN FILING, FINANCING STATEMENTS
OR OTHER SIMILAR INSTRUMENTS OR DOCUMENTS UNDER THE UCC OF ANY APPLICABLE
JURISDICTION OR OTHER APPLICABLE LAWS WITH RESPECT TO ANY OF THE COLLATERAL;
(V)
ANY DISPUTE, CLAIM, OFFSET OR DEFENSE (OTHER THAN THE BANKRUPTCY
OF THE OBLIGOR) OF THE OBLIGOR TO THE PAYMENT OF ANY RECEIVABLE IN, OR
PURPORTING TO BE IN, THE COLLATERAL (INCLUDING A DEFENSE BASED ON THIS
AGREEMENT, OTHER LOAN DOCUMENT, SUCH RECEIVABLE OR THE RELATED CONTRACT NOT
BEING A LEGAL, VALID AND BINDING OBLIGATION OF SUCH OBLIGOR ENFORCEABLE AGAINST
IT IN ACCORDANCE WITH ITS TERMS), OR ANY OTHER CLAIM RESULTING FROM THE SALE OF
ELECTRICITY, NATURAL GAS, OR OTHER GOODS OR SERVICES RELATED TO SUCH RECEIVABLE
OR