THE TRANSACTIONS CONTEMPLATED BY THE FINANCING
DOCUMENTS, IN CONNECTION WITH THE PERFORMANCE BY AGENT OF ITS RIGHTS AND
REMEDIES UNDER THE FINANCING DOCUMENTS AND IN CONNECTION WITH THE CONTINUED
ADMINISTRATION OF THE FINANCING DOCUMENTS INCLUDING ANY AMENDMENTS,
MODIFICATIONS, CONSENTS AND WAIVERS TO AND/OR UNDER ANY AND ALL FINANCING
DOCUMENTS, (II) WITHOUT LIMITATION OF THE PRECEDING CLAUSE (I), ALL COSTS AND
EXPENSES OF AGENT IN CONNECTION WITH THE CREATION, PERFECTION AND MAINTENANCE OF
LIENS PURSUANT TO THE FINANCING DOCUMENTS, INCLUDING TITLE INVESTIGATIONS, (III)
WITHOUT LIMITATION OF THE PRECEDING CLAUSE (I), EXPENSES OF AGENT IN CONNECTION
WITH PROTECTING, STORING, INSURING, HANDLING, MAINTAINING OR SELLING ANY
COLLATERAL AND IN CONNECTION WITH ANY WORKOUT, COLLECTION, BANKRUPTCY,
INSOLVENCY AND OTHER ENFORCEMENT PROCEEDINGS UNDER ANY AND ALL OF THE FINANCING
DOCUMENTS, AND (IV) ALL COSTS AND EXPENSES INCURRED BY LENDERS IN CONNECTION
WITH ANY WORKOUT, COLLECTION, BANKRUPTCY, INSOLVENCY AND OTHER ENFORCEMENT
PROCEEDINGS UNDER ANY AND ALL FINANCING DOCUMENTS, PROVIDED, THAT TO THE EXTENT
THAT THE COSTS AND EXPENSES REFERRED TO IN THIS CLAUSE (IV) CONSIST OF FEES,
COSTS AND EXPENSES OF COUNSEL, BORROWERS SHALL BE OBLIGATED TO PAY SUCH FEES,
COSTS AND EXPENSES FOR ONLY ONE COUNSEL ACTING FOR ALL LENDERS (OTHER THAN
AGENT).
SECTION 9.2
INDEMNITY.
BORROWERS HEREBY AGREE, JOINTLY AND
SEVERALLY, TO INDEMNIFY, PAY AND HOLD HARMLESS AGENT AND LENDERS AND THE
OFFICERS, DIRECTORS, EMPLOYEES AND COUNSEL OF AGENT AND LENDERS (COLLECTIVELY
CALLED THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES
AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING THE FEES AND
DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEE) IN CONNECTION WITH ANY
INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT SUCH
INDEMNITEE SHALL BE DESIGNATED A PARTY THERETO AND INCLUDING ANY SUCH PROCEEDING
INITIATED BY OR ON BEHALF OF A CREDIT PARTY, AND THE REASONABLE EXPENSES OF
INVESTIGATION BY ENGINEERS, ENVIRONMENTAL CONSULTANTS AND SIMILAR TECHNICAL
PERSONNEL AND ANY COMMISSION, FEE OR COMPENSATION CLAIMED BY ANY BROKER (OTHER
THAN ANY BROKER RETAINED BY AGENT OR LENDERS) ASSERTING ANY RIGHT TO PAYMENT FOR
THE TRANSACTIONS CONTEMPLATED HEREBY, WHICH MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST SUCH INDEMNITEE AS A RESULT OF OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY OR BY THE OTHER OPERATIVE DOCUMENTS (INCLUDING
(I)(A) AS A DIRECT OR INDIRECT RESULT OF THE PRESENCE ON OR UNDER, OR ESCAPE,
SEEPAGE, LEAKAGE, SPILLAGE, DISCHARGE, EMISSION OR RELEASE FROM, ANY PROPERTY
NOW OR PREVIOUSLY OWNED, LEASED OR OPERATED BY A BORROWER, ANY SUBSIDIARY OR ANY
OTHER PERSON OF ANY HAZARDOUS MATERIALS OR ANY HAZARDOUS MATERIALS
CONTAMINATION, (B) ARISING OUT OF OR RELATING TO THE OFFSITE DISPOSAL OF ANY
MATERIALS GENERATED OR PRESENT ON ANY SUCH PROPERTY OR (C) ARISING OUT OF OR
RESULTING FROM THE ENVIRONMENTAL CONDITION OF ANY SUCH PROPERTY OR THE
APPLICABILITY OF ANY GOVERNMENTAL REQUIREMENTS RELATING TO HAZARDOUS MATERIALS,
WHETHER OR NOT OCCASIONED WHOLLY OR IN PART BY ANY CONDITION, ACCIDENT OR EVENT
CAUSED BY ANY ACT OR OMISSION OF A BORROWER OR ANY SUBSIDIARY, AND (II) PROPOSED
AND