REINDEL LLP AND ONE COUNSEL
IN EACH RELEVANT LOCAL JURISDICTION, (B) TO PAY OR REIMBURSE EACH AGENT FOR ALL
ITS REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
ENFORCEMENT OR PRESERVATION OF ANY RIGHTS UNDER THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS AND ANY SUCH OTHER DOCUMENTS, INCLUDING THE REASONABLE FEES,
DISBURSEMENTS AND OTHER CHARGES OF CAHILL GORDON & REINDEL LLP, AS COUNSEL TO
THE AGENTS, OR SUCH OTHER COUNSEL RETAINED WITH THE BORROWER'S CONSENT (SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD), (C) TO PAY, INDEMNIFY, AND HOLD
HARMLESS EACH LENDER AND AGENT FROM, ANY AND ALL RECORDING AND FILING FEES AND
(D) TO PAY, INDEMNIFY, AND HOLD HARMLESS EACH LENDER AND AGENT AND THEIR
RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, TRUSTEES, INVESTMENT
ADVISORS AND AGENTS FROM AND AGAINST ANY AND ALL OTHER LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES,
114
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 LOAN 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 AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS (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 LOAN 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 LOAN DOCUMENT OR ARISING OUT OF ITS ACTIVITIES IN
CONNECTION HEREWITH OR THEREWITH