TRUSTEES, INVESTMENT ADVISORS AND AGENTS FROM AND AGAINST
ANY AND ALL OTHER LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS,
DEMANDS, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS OF ANY KIND
OR NATURE WHATSOEVER, INCLUDING REASONABLE AND DOCUMENTED FEES, DISBURSEMENTS
AND OTHER CHARGES OF ONE PRIMARY COUNSEL AND ONE LOCAL COUNSEL IN EACH RELEVANT
JURISDICTION TO SUCH INDEMNIFIED PERSONS (UNLESS THERE IS AN ACTUAL OR PERCEIVED
CONFLICT OF INTEREST OR THE AVAILABILITY OF DIFFERENT CLAIMS OR DEFENSES IN
WHICH CASE EACH SUCH PERSON MAY RETAIN ITS OWN COUNSEL), RELATED TO THE
TRANSACTIONS (INCLUDING, WITHOUT LIMITATION, THE MERGER) OR, WITH RESPECT TO THE
EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE AND ADMINISTRATION OF THIS
AGREEMENT, THE OTHER CREDIT DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, ANY OF THE FOREGOING RELATING TO THE VIOLATION OF,
NONCOMPLIANCE WITH OR LIABILITY UNDER, ANY ENVIRONMENTAL LAW (OTHER THAN BY SUCH
INDEMNIFIED PERSON OR ANY OF ITS RELATED PARTIES (OTHER THAN ANY TRUSTEE OR
ADVISOR)) OR TO ANY ACTUAL OR ALLEGED PRESENCE, RELEASE OR THREATENED RELEASE OF
HAZARDOUS MATERIALS INVOLVING OR ATTRIBUTABLE TO THE OPERATIONS OF THE BORROWER,
ANY OF ITS SUBSIDIARIES OR ANY OF THE REAL ESTATE (ALL THE FOREGOING IN THIS
CLAUSE (D), COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), PROVIDED THAT THE
BORROWER SHALL HAVE NO OBLIGATION HEREUNDER TO ANY AGENT OR ANY LENDER OR ANY OF
THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS WITH
RESPECT TO INDEMNIFIED LIABILITIES TO THE EXTENT IT HAS BEEN DETERMINED BY A
FINAL NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED FROM (I) THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT OF THE
PARTY TO BE INDEMNIFIED OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES
OR AGENTS, OR (II) ANY MATERIAL BREACH OF ANY CREDIT DOCUMENT BY THE PARTY TO BE
INDEMNIFIED. NO PERSON ENTITLED TO INDEMNIFICATION UNDER CLAUSE (D) OF THIS
SECTION 13.5 SHALL BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE BY OTHERS OF
ANY INFORMATION OR OTHER MATERIALS OBTAINED THROUGH INTRALINKS OR OTHER SIMILAR
INFORMATION TRANSMISSION SYSTEMS IN CONNECTION WITH THIS AGREEMENT, NOR SHALL
ANY SUCH PERSON HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT OR
CONSEQUENTIAL DAMAGES RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR
ARISING OUT OF ITS ACTIVITIES IN CONNECTION HEREWITH OR THEREWITH (WHETHER
BEFORE OR AFTER THE CLOSING DATE). IN THE CASE OF AN INVESTIGATION, LITIGATION
OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 13.5 APPLIES, SUCH
INDEMNITY SHALL BE EFFECTIVE WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR
PROCEEDING IS BROUGHT BY ANY CREDIT PARTY, ITS DIRECTORS, STOCKHOLDERS OR
CREDITORS OR ANY OTHER PERSON, WHETHER OR NOT ANY PERSON ENTITLED TO
INDEMNIFICATION UNDER CLAUSE (D) OF THIS SECTION 13.5 IS OTHERWISE A PARTY
THERETO. ALL AMOUNTS PAYABLE UNDER THIS SECTION 13.5 SHALL BE PAID WITHIN TEN
BUSINESS DAYS OF RECEIPT BY THE BORROWER OF AN INVOICE RELATING THERETO SETTING
FORTH SUCH EXPENSE IN REASONABLE RETAIL. THE AGREEMENTS IN THIS SECTION 13.5
SHALL SURVIVE REPAYMENT OF THE LOANS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER.
13.6.
SUCCESSORS AND ASSIGNS;