ARRANGERS (TOGETHER WITH ANY LOCAL COUNSEL), IN CONNECTION WITH THE
SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN, THE PREPARATION AND
ADMINISTRATION OF THE LOAN DOCUMENTS AND INVOLVEMENT IN REVIEW OF AND ADVICE
CONCERNING ALL OTHER ELEMENTS OF THE TRANSACTIONS OR ANY AMENDMENTS,
MODIFICATIONS OR WAIVERS OF THE PROVISIONS THEREOF (WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED), (II) ALL
REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY ANY LC ISSUER IN CONNECTION WITH
THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR ANY
DEMAND FOR PAYMENT THEREUNDER, AND (III) ALL OUT-OF-POCKET EXPENSES INCURRED BY
THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER, INCLUDING THE FEES,
CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE ADMINISTRATIVE AGENT, ANY LC
ISSUER OR ANY LENDER FOLLOWING AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN
CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING ITS RIGHTS UNDER THIS SECTION, OR
IN CONNECTION WITH THE LOANS MADE OR LETTERS OF CREDIT ISSUED HEREUNDER,
INCLUDING ALL SUCH OUT-OF-POCKET EXPENSES INCURRED DURING ANY WORKOUT,
RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF SUCH LOANS OR LETTERS OF CREDIT.
(B)
INDEMNIFICATION BY BORROWER.
THE BORROWER
SHALL INDEMNIFY THE ADMINISTRATIVE AGENT, EACH LC ISSUER AND EACH LENDER, AND
EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING
CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH
101
INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND
RELATED EXPENSES, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF OUTSIDE LEGAL
COUNSEL FOR ANY INDEMNITEE, INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE
ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE EXECUTION OR
DELIVERY OF ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED
HEREBY, THE PERFORMANCE BY THE PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE
OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS OR ANY OTHER
TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR LETTER OF CREDIT OR THE USE
OF THE PROCEEDS THEREFROM, INCLUDING ANY REFUSAL BY THE RESPECTIVE LC ISSUER 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 ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE
PARENT, THE BORROWER OR ANY OF THE SUBSIDIARIES (AND NOT CAUSED BY THE ACTIONS
OF ANY INDEMNITEE), 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 SUCH CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING IS BROUGHT BY ANY LOAN PARTY, ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNITEE, WHETHER ANY INDEMNITEE IS
A PARTY THERETO AND WHETHER OR NOT THE TRANSACTIONS ARE CONSUMMATED, PROVIDED
THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT
THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES (X) ARE
DETERMINED BY A COURT OF COMPETENT JURISDICTION BY