AND AGAINST ANY AND ALL SUITS, ACTIONS,
PROCEEDINGS, CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS AND OTHER COSTS OF INVESTIGATION OR
DEFENSE, INCLUDING THOSE INCURRED UPON ANY APPEAL) THAT MAY BE INSTITUTED OR
ASSERTED AGAINST OR INCURRED BY ANY SUCH INDEMNIFIED PERSON AS THE RESULT OF
CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT AND
THE OTHER LOAN DOCUMENTS AND THE ADMINISTRATION OF SUCH CREDIT, AND IN
CONNECTION WITH OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREUNDER AND
THEREUNDER AND ANY ACTIONS OR FAILURES TO ACT IN CONNECTION THEREWITH, AND LEGAL
COSTS AND EXPENSES ARISING OUT OF OR INCURRED IN CONNECTION WITH DISPUTES
BETWEEN OR AMONG ANY PARTIES TO ANY OF THE LOAN DOCUMENTS (OTHER THAN DISPUTES
BETWEEN AND AMONG AGENT/OR THE LENDERS ARISING WHEN NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING) (COLLECTIVELY, "INDEMNIFIED LIABILITIES"); PROVIDED,
THAT NO SUCH DOMESTIC CREDIT PARTY SHALL BE LIABLE FOR ANY INDEMNIFICATION TO AN
INDEMNIFIED PERSON TO THE EXTENT THAT ANY SUCH SUIT, ACTION, PROCEEDING, CLAIM,
DAMAGE, LOSS, LIABILITY OR EXPENSE RESULTS FROM THAT INDEMNIFIED PERSON'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT; PROVIDED, FURTHER, THAT ANY OBLIGATIONS OF THE
DOMESTIC CREDIT PARTIES TO THE INDEMNIFIED PERSONS WITH RESPECT TO ENVIRONMENTAL
LIABILITIES AND HAZARDOUS MATERIALS SHALL BE GOVERNED EXCLUSIVELY BY THE TERMS
21
AND PROVISIONS OF THE ENVIRONMENTAL INDEMNITY AGREEMENT AND NOT BY THE TERMS AND
PROVISIONS OF THIS SECTION 1.13 OR ANY OTHER TERM AND PROVISION OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OTHER THAN THE ENVIRONMENTAL INDEMNITY
AGREEMENT.
NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER
PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY
OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH
PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE
ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED
UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED
HEREUNDER OR THEREUNDER.
(B)
TO INDUCE LENDERS TO PROVIDE THE LIBOR RATE
OPTION ON THE TERMS PROVIDED HEREIN, IF (I) ANY LIBOR LOANS ARE REPAID IN WHOLE
OR IN PART PRIOR TO THE LAST DAY OF ANY APPLICABLE LIBOR PERIOD (WHETHER THAT
REPAYMENT IS MADE PURSUANT TO ANY PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR OCCURS AS A RESULT OF ACCELERATION, BY OPERATION OF LAW OR
OTHERWISE); (II) BORROWER SHALL DEFAULT IN PAYMENT WHEN DUE OF THE PRINCIPAL
AMOUNT OF OR INTEREST ON ANY LIBOR LOAN; (III) BORROWER SHALL REFUSE TO ACCEPT
ANY BORROWING OF, OR SHALL REQUEST A TERMINATION OF ANY BORROWING, CONVERSION
INTO OR CONTINUATION OF LIBOR LOANS AFTER BORROWER HAS GIVEN NOTICE REQUESTING
THE SAME IN ACCORDANCE HEREWITH; OR (IV) BORROWER SHALL FAIL TO MAKE ANY
PREPAYMENT OF A LIBOR LOAN AFTER BORROWER HAS GIVEN A NOTICE THEREOF IN
ACCORDANCE HEREWITH, THEN BORROWER SHALL INDEMNIFY AND HOLD HARMLESS EACH LENDER
FROM AND AGAINST ALL LOSSES, COSTS AND EXPENSES RESULTING FROM OR ARISING FROM
ANY OF THE FOREGOING.
SUCH