THE LENDERS
HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR RESULTING
FROM ANY DELAY OR OMISSION (OTHER THAN TO THE EXTENT ATTRIBUTABLE TO SUCH
LENDER) TO PAY SUCH TAXES; AND (III) INDEMNIFY EACH LENDER (INCLUDING IN ITS
CAPACITY AS AN AGENT OR LETTER OF CREDIT ISSUER), ITS OFFICERS, DIRECTORS,
EMPLOYEES, REPRESENTATIVES AGENTS, ADVISORS AND TRUSTEES FROM AND HOLD EACH OF
THEM HARMLESS AGAINST ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES OR
EXPENSES INCURRED BY ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR IN ANY
WAY RELATED TO, OR BY REASON OF, (A) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING (WHETHER OR NOT ANY AGENT OR ANY LENDER IS A PARTY THERETO AND
WHETHER OR NOT ANY SUCH INVESTIGATION, LITIGATION OR OTHER PROCEEDING IS BETWEEN
OR AMONG ANY AGENT, ANY LENDER, ANY CREDIT PARTY OR ANY THIRD PERSON OR
OTHERWISE) RELATED TO THE ENTERING INTO AND/OR PERFORMANCE OF ANY DOCUMENT OR
THE USE OF THE PROCEEDS OF ANY LOANS HEREUNDER OR THE TRANSACTION OR THE
CONSUMMATION OF ANY TRANSACTIONS CONTEMPLATED IN ANY CREDIT DOCUMENT, (B) THE
ACTUAL OR ALLEGED PRESENCE OF HAZARDOUS MATERIALS IN THE AIR, SURFACE WATER OR
GROUNDWATER OR ON THE SURFACE OR SUBSURFACE OF ANY REAL PROPERTY OWNED OR AT ANY
TIME OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, THE RELEASE,
GENERATION, STORAGE, TRANSPORTATION, HANDLING OR DISPOSAL OF HAZARDOUS MATERIALS
AT ANY LOCATION, WHETHER OR NOT OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS
SUBSIDIARIES, THE NON-COMPLIANCE OF ANY REAL PROPERTY WITH FOREIGN, FEDERAL,
STATE AND LOCAL LAWS, REGULATIONS, AND ORDINANCES (INCLUDING APPLICABLE PERMITS
THEREUNDER) APPLICABLE TO ANY REAL PROPERTY, OR ANY ENVIRONMENTAL CLAIM ASSERTED
AGAINST THE BORROWER, ANY OF ITS SUBSIDIARIES OR ANY REAL PROPERTY OWNED OR AT
ANY TIME OPERATED BY HOLDINGS OR ANY OF ITS SUBSIDIARIES, INCLUDING, IN EACH
CASE, WITHOUT LIMITATION, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL
INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION, LITIGATION OR OTHER
PROCEEDING OR (C) ANY LOSSES, CLAIMS, DAMAGES AND LIABILITIES OF WHATSOEVER
NATURE WHICH MAY BE IMPOSED ON, ASSERTED AGAINST OR INCURRED BY THE
ADMINISTRATIVE AGENT IN PERFORMING ITS DUTIES UNDER SECTION 12.04(C) (BUT, IN
THE CASE OF CLAUSES (A), (B) AND (C) ABOVE, EXCLUDING ANY SUCH LOSSES,
LIABILITIES, CLAIMS, DAMAGES OR EXPENSES TO THE EXTENT INCURRED BY REASON OF THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE
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INDEMNIFIED OR AN AFFILIATE OF SUCH PERSON (AS DETERMINED BY A COURT OF
COMPETENT JURISDICTION IN A FINAL AND NON-APPEALABLE DECISION)).
12.02
RIGHT OF SETOFF.
IN ADDITION TO ANY RIGHTS NOW OR HEREAFTER GRANTED
UNDER APPLICABLE LAW OR OTHERWISE, AND NOT BY WAY OF LIMITATION OF ANY SUCH
RIGHTS, IF AN EVENT OF DEFAULT THEN EXISTS, EACH LENDER IS HEREBY AUTHORIZED AT
ANY TIME OR FROM TIME TO TIME, WITHOUT PRESENTMENT, DEMAND, PROTEST OR OTHER
NOTICE OF ANY KIND TO ANY CREDIT PARTY OR TO ANY OTHER PERSON, ANY SUCH NOTICE
BEING HEREBY EXPRESSLY WAIVED, TO SET OFF AND TO APPROPRIATE AND APPLY