AND THE SYNDICATION OF
THE COMMITMENTS AND THE LOANS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE
FEES AND EXPENSES OF LEGAL COUNSEL FOR THE ADMINISTRATIVE AGENT, (B) ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT AND THE
LENDERS IN CONNECTION WITH ANY DEFAULT, THE EXERCISE OF ANY RIGHT OR REMEDY AND
THE ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY TERM OR
PROVISION HEREOF OR THEREOF, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES
AND EXPENSES OF LEGAL COUNSEL FOR THE ADMINISTRATIVE AGENT AND THE LENDERS,
(C) ALL TRANSFER, STAMP, DOCUMENTARY OR OTHER SIMILAR TAXES, ASSESSMENTS OR
CHARGES LEVIED BY ANY GOVERNMENTAL AUTHORITY IN RESPECT OF THIS AGREEMENT OR ANY
OF THE OTHER LOAN DOCUMENTS, (D) ALL COSTS, EXPENSES, ASSESSMENTS AND OTHER
CHARGES INCURRED IN CONNECTION WITH ANY FILING, REGISTRATION, RECORDING OR
PERFECTION OF ANY LIEN CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, AND (E) ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY
THE ADMINISTRATIVE AGENT IN CONNECTION WITH DUE DILIGENCE, COMPUTER SERVICES,
COPYING, APPRAISALS, AUDITS (INCLUDING ENVIRONMENTAL AUDITS AND COLLATERAL
AUDITS), FIELD EXAMS, INSURANCE, CONSULTANTS AND SEARCH REPORTS.
SECTION 13.2
INDEMNIFICATION.
F.Y.I. HEREBY AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT AND EACH LENDER AND EACH AFFILIATE THEREOF AND THEIR
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS FROM, AND HOLD
EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES (INCLUDING,
WITHOUT LIMITATION, ENVIRONMENTAL LIABILITIES), CLAIMS, DAMAGES, PENALTIES,
JUDGMENTS, DISBURSEMENTS, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
AND CONSULTANTS' FEES) TO WHICH ANY OF THEM MAY BECOME SUBJECT WHICH DIRECTLY OR
INDIRECTLY ARISE FROM OR RELATE TO (A) THE NEGOTIATION, EXECUTION, DELIVERY,
PERFORMANCE, ADMINISTRATION OR ENFORCEMENT OF ANY OF THE LOAN DOCUMENTS, (B) ANY
OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS, (C) ANY BREACH BY ANY
LOAN PARTY OF ANY REPRESENTATION, WARRANTY, COVENANT OR OTHER AGREEMENT
CONTAINED IN ANY OF THE LOAN DOCUMENTS, (D) THE USE OR PROPOSED USE OF ANY LOAN
OR LETTER OF CREDIT, (E) ANY AND ALL TAXES, LEVIES, DEDUCTIONS AND CHARGES
IMPOSED ON THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR ANY LENDER IN RESPECT
OF ANY LETTER OF CREDIT, (F) THE PRESENCE, RELEASE, THREATENED RELEASE,
DISPOSAL, REMOVAL OR CLEANUP OF ANY HAZARDOUS MATERIAL LOCATED ON, ABOUT, WITHIN
OR AFFECTING ANY OF THE PROPERTIES OF ANY LOAN PARTY, EXCEPT TO THE EXTENT THAT
THE LOSS, DAMAGE OR CLAIM IS THE DIRECT RESULT OF AN INTENTIONAL AND AFFIRMATIVE
ACT BY THE PERSON TO BE INDEMNIFIED THAT CONSTITUTES GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH PERSON, OR (G) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING, INCLUDING, WITHOUT LIMITATION, ANY THREATENED INVESTIGATION,
LITIGATION OR OTHER PROCEEDING RELATING TO ANY OF THE FOREGOING; BUT EXCLUDING
ANY OF THE FOREGOING TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE PERSON TO BE INDEMNIFIED.
THE OBLIGATIONS OF F.Y.I. UNDER
THIS SECTION 13.2 SHALL SURVIVE THE REPAYMENT OF THE LOANS AND LETTER OF CREDIT
LIABILITIES AND TERMINATION OF THE COMMITMENTS.
SECTION 13.3
LIMITATION OF LIABILITY.
NONE OF THE ADMINISTRATIVE
AGENT, THE LEAD ARRANGER, ANY LENDER OR ANY AFFILIATE, OFFICER,