THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT IN CONNECTION WITH THE
SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN AND THE PREPARATION,
EXECUTION AND DELIVERY, AND ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, OR IN CONNECTION WITH ANY AMENDMENTS, MODIFICATIONS, ENFORCEMENT
COSTS, WORK-OUT COSTS, DOCUMENTARY TAXES OR WAIVERS OF THE PROVISIONS HEREOF OR
THEREOF (WHETHER OR NOT THE TRANSACTIONS HEREBY OR THEREBY CONTEMPLATED SHALL BE
CONSUMMATED) OR INCURRED BY THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT OR
ANY LENDER IN CONNECTION WITH THE WORK-OUT, ENFORCEMENT OR PROTECTION OF ITS
RIGHTS IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR IN
CONNECTION WITH THE LOANS MADE HEREUNDER, INCLUDING THE FEES, CHARGES AND
DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE
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AGENT AND THE COLLATERAL AGENT, AND, IN CONNECTION WITH ANY SUCH ENFORCEMENT OR
PROTECTION, OR WORK-OUT, THE FEES, CHARGES AND DISBURSEMENTS OF ANY OTHER
COUNSEL FOR THE AGENTS OR ANY LENDER.
(B)
INDEMNIFICATION.
THE LOAN PARTIES AGREE,
JOINTLY AND SEVERALLY, TO INDEMNIFY THE AGENTS, EACH LENDER, EACH AFFILIATE OF
ANY OF THE FOREGOING PERSONS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS,
TRUSTEES, EMPLOYEES AND AGENTS (EACH SUCH PERSON BEING CALLED AN "INDEMNITEE")
AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS FROM, ALL REASONABLE OUT-OF-POCKET
COSTS AND ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES,
INCLUDING REASONABLE COUNSEL FEES, CHARGES, EXPENSES AND DISBURSEMENTS, INCURRED
BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN ANY WAY CONNECTED WITH,
OR AS A RESULT OF (I) THE TRANSACTIONS, (II) ANY ACTUAL OR PROPOSED USE OF THE
PROCEEDS OF THE LOANS, (III) ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING
RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS A PARTY
THERETO, OR (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OR THREATENED
RELEASE OF HAZARDOUS MATERIALS, ON, UNDER OR FROM ANY PROPERTY OWNED, LEASED OR
OPERATED BY ANY COMPANY, OR ANY ENVIRONMENTAL CLAIM RELATED IN ANY WAY TO ANY
COMPANY; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE
AVAILABLE TO THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR
RELATED EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL
AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE, BAD FAITH
OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
(C)
REIMBURSEMENT BY LENDERS.
TO THE EXTENT
THAT A BORROWER FAILS TO PAY ANY AMOUNT REQUIRED TO BE PAID BY IT TO THE AGENTS
UNDER PARAGRAPH (A) OR (B) OF THIS SECTION 10.03, EACH LENDER SEVERALLY AGREES
TO PAY TO THE AGENTS, SUCH LENDER'S PRO RATA SHARE (DETERMINED AS OF THE TIME
THAT THE APPLICABLE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH
UNPAID AMOUNT; PROVIDED THAT THE UNREIMBURSED EXPENSE OR INDEMNIFIED LOSS,
CLAIM, DAMAGE, LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY
OR ASSERTED AGAINST ANY OF THE AGENTS IN ITS CAPACITY AS SUCH.
FOR PURPOSES
HEREOF, A LENDER'S "PRO RATA SHARE" SHALL BE DETERMINED BASED UPON ITS SHARE OF
THE SUM OF THE TOTAL REVOLVING EXPOSURE AND UNUSED COMMITMENTS