THEIR RESPECTIVE AFFILIATES, AND EACH SUCH PERSON'S RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS AND REPRESENTATIVES (EACH, AN
"INDEMNIFIED PERSON"), FROM 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 BY
ANY THIRD PARTY OR BY ANY CREDIT PARTY 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, INCLUDING ANY AND ALL ENVIRONMENTAL LIABILITIES
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
(COLLECTIVELY, "INDEMNIFIED LIABILITIES"); PROVIDED, THAT NO SUCH 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 (I) THAT INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION OR (II)
ANY DISPUTE AMONG ANY OF AGENT AND THE LENDERS WHICH DISPUTE DOES NOT INVOLVE
ANY CREDIT PARTY.
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.
13
(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 OF,
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 INDEMNIFICATION SHALL INCLUDE ANY LOSS (EXCLUDING
LOSS OF MARGIN) OR EXPENSE ARISING FROM THE REEMPLOYMENT OF FUNDS OBTAINED BY IT
OR FROM FEES