SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, THE ISSUING
BANK AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING (EACH, AN
"INDEMNITEE") AGAINST, AND HOLD EACH OF THEM HARMLESS FROM, ANY AND ALL COSTS,
LOSSES, LIABILITIES, CLAIMS, DAMAGES AND RELATED EXPENSES, INCLUDING THE FEES,
CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE, WHICH MAY BE
INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY
OR BY THE BORROWER OR ANY OTHER LOAN PARTY ARISING OUT OF, IN CONNECTION WITH OR
AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE PARTIES
HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION OF ANY OF
THE TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR ANY
ACTUAL OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE
ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE
DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH
THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED PRESENCE OR
RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED BY THE BORROWER OR
ANY SUBSIDIARY OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER
OR ANY SUBSIDIARY OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION,
INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A
PARTY THERETO; PROVIDED, THAT THE BORROWER SHALL NOT BE OBLIGATED TO INDEMNIFY
ANY INDEMNITEE FOR ANY OF THE FOREGOING ARISING OUT OF SUCH INDEMNITEE'S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT.
(C)
THE BORROWER SHALL PAY, AND HOLD THE ADMINISTRATIVE AGENT AND EACH
OF THE LENDERS HARMLESS FROM AND AGAINST, ANY AND ALL PRESENT AND FUTURE STAMP,
DOCUMENTARY, AND OTHER SIMILAR TAXES WITH RESPECT TO THIS AGREEMENT AND ANY
OTHER LOAN DOCUMENTS, ANY COLLATERAL DESCRIBED THEREIN, OR ANY PAYMENTS DUE
THEREUNDER, AND SAVE THE ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND
AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY DELAY OR
OMISSION TO PAY SUCH TAXES.
(D)
TO THE EXTENT THAT THE BORROWER FAILS TO PAY ANY AMOUNT REQUIRED
TO BE PAID TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER
UNDER CLAUSES (A), (B) OR (C) HEREOF, EACH LENDER SEVERALLY AGREES TO PAY TO THE
ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER, AS THE CASE MAY
BE, SUCH LENDER'S PRO RATA SHARE (DETERMINED AS OF THE TIME THAT THE
UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH UNPAID AMOUNT;
PROVIDED, THAT THE UNREIMBURSED EXPENSE OR INDEMNIFIED PAYMENT, CLAIM, DAMAGE,
LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY OR ASSERTED
AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE LENDER IN
ITS CAPACITY AS SUCH.
(E)
TO THE EXTENT