Loan Documents and the transactions contemplated thereby; (vi) all actual
and reasonable costs and out-of-pocket expenses incurred by the Administrative
Agent in connection with any consents, amendments, waivers or other
modifications of the Loan Documents (including the reasonable fees,
out-of-pocket expenses and disbursements of counsel to the Administrative Agent
in connection therewith); and (vii) after the occurrence of an Event of Default,
all costs and expenses, including reasonable attorneys' fees (including, without
duplication, allocated costs of internal counsel) and costs of settlement,
incurred by any Agent or Lender in enforcing any Obligations of or in collecting
any payments due from the Borrower
60
hereunder or under the other Loan Documents by reason of such Event of Default
(including in connection with the sale of, collection from, or other realization
upon any collateral) or in connection with any refinancing or restructuring of
the credit arrangements provided under this Agreement in the nature of a
"work-out" or pursuant to any insolvency or bankruptcy cases or proceedings.
8.3
Indemnity.
A.
IN ADDITION TO THE PAYMENT OF EXPENSES
PURSUANT TO SECTION 8.2, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE CONSUMMATED, THE BORROWER AGREES TO DEFEND (SUBJECT TO INDEMNITEES'
SELECTION OF COUNSEL), INDEMNIFY, PAY AND HOLD HARMLESS EACH OF THE LEAD
ARRANGERS AND AGENTS AND EACH LENDER, AND THE RESPECTIVE PARTNERS, OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AND AFFILIATES OF EACH OF THE LEAD
ARRANGERS AND EACH OF THE AGENTS AND EACH LENDER (COLLECTIVELY CALLED THE
"INDEMNITEES"), FROM AND AGAINST ANY AND ALL INDEMNIFIED LIABILITIES (AS
HEREINAFTER DEFINED); PROVIDED THAT THE BORROWER SHALL NOT HAVE ANY OBLIGATION
TO ANY INDEMNITEE HEREUNDER WITH RESPECT TO ANY INDEMNIFIED LIABILITIES TO THE
EXTENT SUCH INDEMNIFIED LIABILITIES ARISE FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THAT INDEMNITEE OR ANY OF ITS AFFILIATES AS DETERMINED BY A FINAL
JUDGMENT OF A COURT OF COMPETENT JURISDICTION.
AS USED HEREIN, "INDEMNIFIED
LIABILITIES" MEANS, COLLECTIVELY, ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES (INCLUDING NATURAL RESOURCE DAMAGES), PENALTIES, ACTIONS, JUDGMENTS,
SUITS, CLAIMS (INCLUDING ENVIRONMENTAL CLAIMS), COSTS, EXPENSES AND
DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING THE REASONABLE FEES
AND DISBURSEMENTS OF COUNSEL FOR INDEMNITEES IN CONNECTION WITH ANY
INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING COMMENCED OR THREATENED BY
THE BORROWER OR ANY OTHER PERSON, WHETHER OR NOT ANY SUCH INDEMNITEE SHALL BE
DESIGNATED AS A PARTY OR A POTENTIAL PARTY THERETO, AND ANY FEES OR EXPENSES
INCURRED BY INDEMNITEES IN ENFORCING THIS INDEMNITY), WHETHER DIRECT, INDIRECT
OR CONSEQUENTIAL AND WHETHER BASED ON ANY FEDERAL, STATE OR FOREIGN LAWS,
STATUTES, RULES OR REGULATIONS (INCLUDING SECURITIES AND COMMERCIAL LAWS,
STATUTES, RULES OR REGULATIONS AND ENVIRONMENTAL LAWS), ON COMMON LAW OR
EQUITABLE CAUSE OR ON CONTRACT OR OTHERWISE, THAT MAY BE IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST ANY SUCH INDEMNITEE, IN ANY MANNER RELATING TO OR
ARISING OUT OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (INCLUDING THE LENDERS' AGREEMENTS TO MAKE THE
LOANS HEREUNDER OR THE USE OR INTENDED USE OF THE PROCEEDS THEREOF, OR