WITH ANY WORK-OUT, RESTRUCTURING, FORBEARANCE OR
WAIVER PROVIDING RELIEF TO THE LOAN PARTIES), INCLUDING THE FEES AND
DISBURSEMENTS OF COUNSEL (INCLUDING THE ALLOCATED FEES AND EXPENSES OF IN-HOUSE
COUNSEL) TO EACH
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LENDER AND ISSUING LENDER AND OF COUNSEL TO SUCH AGENT, PROVIDED THAT, THE FEES
AND DISBURSEMENTS OF COUNSEL TO ANY SUCH LENDER SHALL ONLY BE PAID OR REIMBURSED
TO THE EXTENT INCURRED IN CONNECTION WITH A DEFAULT OR AN EVENT OF DEFAULT,
(C) TO PAY, INDEMNIFY, AND HOLD EACH LENDER, ISSUING LENDER AND AGENT AND THEIR
RESPECTIVE AFFILIATES HARMLESS FROM, ANY AND ALL RECORDING AND FILING FEES AND
ANY AND ALL LIABILITIES WITH RESPECT TO, OR RESULTING FROM ANY DELAY IN PAYING,
STAMP, EXCISE AND OTHER TAXES, IF ANY, THAT MAY BE PAYABLE OR DETERMINED TO BE
PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR CONSUMMATION OR
ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR ANY AMENDMENT,
SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR CONSENT UNDER OR IN RESPECT OF,
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, (D) TO
PAY OR REIMBURSE EACH ISSUING LENDER FOR ALL ITS REASONABLE OUT-OF-POCKET COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THE CONVERSION OF ANY MULTICURRENCY
LETTER OF CREDIT DENOMINATED IN A FOREIGN CURRENCY PURSUANT TO THE TERMS OF THIS
AGREEMENT, AND (E) TO PAY, INDEMNIFY, AND HOLD EACH LENDER, ISSUING LENDER AND
AGENT AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS,
TRUSTEES, ADVISORS AND CONTROLLING PERSONS (EACH, AN "INDEMNITEE") HARMLESS FROM
AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY
KIND OR NATURE WHATSOEVER (WITHOUT REGARD TO WHETHER OR NOT SUCH INDEMNITEE IS A
PARTY HERETO AND IRRESPECTIVE OF WHETHER ANY OF THE FOREGOING IS INITIATED BY A
LOAN PARTY OR BY A THIRD PARTY), WITH RESPECT TO THE EXECUTION, DELIVERY,
ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING ANY OF THE FOREGOING RELATING
TO THE USE OF PROCEEDS OF THE LOANS OR THE VIOLATION OF, NONCOMPLIANCE WITH OR
LIABILITY UNDER, ANY ENVIRONMENTAL LAW APPLICABLE TO THE OPERATIONS OR CURRENT
OR FORMER PROPERTIES OF ANY GROUP MEMBER OR ANY OF THE PROPERTIES AND THE
REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL IN CONNECTION WITH CLAIMS,
ACTIONS, INVESTIGATIONS, LITIGATION, OR PROCEEDINGS BY ANY INDEMNITEE AGAINST
ANY LOAN PARTY UNDER ANY LOAN DOCUMENT (ALL THE FOREGOING IN THIS CLAUSE (E),
COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), PROVIDED THAT THE BORROWER SHALL
HAVE NO OBLIGATION HEREUNDER TO ANY INDEMNITEE WITH RESPECT TO INDEMNIFIED
LIABILITIES TO THE EXTENT SUCH INDEMNIFIED LIABILITIES ARE FOUND BY A FINAL AND
NONAPPEALABLE DECISION OF A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE.
WITHOUT LIMITING THE FOREGOING, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
HOLDINGS AND THE BORROWER AGREE NOT TO ASSERT AND TO CAUSE THEIR SUBSIDIARIES
NOT TO ASSERT, AND HEREBY WAIVE AND AGREE TO CAUSE THEIR SUBSIDIARIES TO