OF THIS AGREEMENT.
THIS AGREEMENT SHALL
NOT BE CONSTRUED SO AS TO CONFER ANY RIGHT OR BENEFIT UPON ANY PERSON OTHER THAN
THE PARTIES TO THIS AGREEMENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
10.6
EXPENSES; INDEMNIFICATION.
(A)
EXPENSES.
THE BORROWER SHALL REIMBURSE THE
LENDER FOR ANY REASONABLE COSTS AND OUT-OF-POCKET EXPENSES (INCLUDING REASONABLE
ATTORNEYS' AND PARALEGALS' FEES AND TIME CHARGES OF ATTORNEYS AND PARALEGALS FOR
THE LENDER WHICH ATTORNEYS AND PARALEGALS MAY BE EMPLOYEES OF THE LENDER) PAID
OR INCURRED BY THE LENDER IN CONNECTION WITH THE PREPARATION, NEGOTIATION,
EXECUTION, DELIVERY, SYNDICATION, REVIEW, AMENDMENT, MODIFICATION, AND
ADMINISTRATION OF THE LOAN DOCUMENTS AND IN CONNECTION WITH THE COLLECTION OF
THE OBLIGATIONS AND ENFORCEMENT OF THE LOAN DOCUMENTS.
(B)
INDEMNITY.
THE BORROWER FURTHER AGREES TO
DEFEND, PROTECT, INDEMNIFY, AND HOLD HARMLESS THE LENDER AND EACH OF ITS
AFFILIATES, AND LENDER'S AND ITS AFFILIATE'S RESPECTIVE OFFICERS, DIRECTORS,
TRUSTEES, INVESTMENT ADVISORS, EMPLOYEES, ATTORNEYS AND AGENTS (INCLUDING,
WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE SATISFACTION OR
ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH IN ARTICLE V)
(COLLECTIVELY, THE "INDEMNITEES"), BASED UPON ITS
71
OBLIGATIONS, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES OF ANY
KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE FEES AND
DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN CONNECTION WITH ANY
INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT SUCH
INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO), IMPOSED ON. INCURRED BY, OR
ASSERTED AGAINST SUCH INDEMNITEES IN ANY MANNER RELATING TO OR ARISING OUT OF:
(I)
THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, OR ANY ACT. EVENT OR TRANSACTION RELATED OR ATTENDANT THERETO OR TO
THE MAKING OF THE LOANS, AND THE ISSUANCE OF AND PARTICIPATION IN LETTERS OF
CREDIT HEREUNDER, THE MANAGEMENT OF SUCH LOANS OR LETTERS OF CREDIT, THE USE OR
INTENDED USE OF THE PROCEEDS OF THE LOANS OR LETTERS OF CREDIT HEREUNDER, OR ANY
OF THE OTHER TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS; OR
(II)
ANY LIABILITIES, OBLIGATIONS,
RESPONSIBILITIES, LOSSES, DAMAGES, PERSONAL INJURY, DEATH, PUNITIVE DAMAGES,
ECONOMIC DAMAGES, CONSEQUENTIAL DAMAGES, TREBLE DAMAGES, INTENTIONAL, WILLFUL OR
WANTON INJURY, DAMAGE OR THREAT TO THE ENVIRONMENT, NATURAL RESOURCES OR PUBLIC
HEALTH OR WELFARE, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY,
EXPERT AND CONSULTING FEES AND COSTS OF INVESTIGATION, FEASIBILITY OR REMEDIAL
ACTION STUDIES), FINES, PENALTIES AND MONETARY SANCTIONS, INTEREST, DIRECT OR
INDIRECT, KNOWN OR UNKNOWN, ABSOLUTE OR CONTINGENT, PAST, PRESENT OR FUTURE
RELATING TO VIOLATION OF ANY ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW
ARISING FROM OR IN CONNECTION WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF THE
BORROWER, ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE PREDECESSORS IN INTEREST,
OR, THE PAST, PRESENT OR FUTURE ENVIRONMENTAL, HEALTH OR SAFETY CONDITION OF ANY
RESPECTIVE PROPERTY OF THE BORROWER OR ITS SUBSIDIARIES, THE PRESENCE OF
ASBESTOS-CONTAINING MATERIALS AT ANY RESPECTIVE PROPERTY OF THE BORROWER OR ITS
SUBSIDIARIES OR THE RELEASE OR THREATENED RELEASE OF ANY CONTAMINANT INTO THE
ENVIRONMENT (COLLECTIVELY, THE "INDEMNIFIED MATTERS");
provided, however, the Borrower shall