"INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, AND
SHALL PAY OR REIMBURSE ANY SUCH INDEMNITEE FOR, ANY AND ALL LOSSES, CLAIMS
(INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), PENALTIES, DAMAGES,
LIABILITIES AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES AND DISBURSEMENTS
OF ONE COUNSEL FOR ALL INDEMNITEES TAKEN AS A WHOLE AND, IF REASONABLY
NECESSARY, ONE LOCAL COUNSEL IN EACH RELEVANT JURISDICTION, AND SOLELY IN THE
CASE OF A CONFLICT OF INTEREST, ONE ADDITIONAL COUNSEL IN EACH RELEVANT
JURISDICTION TO EACH GROUP OF SIMILARLY SITUATED AFFECTED INDEMNITEES), INCURRED
BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY PERSON (INCLUDING
THE BORROWER OR ANY OTHER CREDIT PARTY), ARISING OUT OF, IN CONNECTION WITH, OR
AS A RESULT OF (i) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE
PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR
THEREUNDER OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, (ii) ANY REVOLVING CREDIT LOAN OR LETTER OF CREDIT OR THE USE OR
PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY REFUSAL BY THE LENDER 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 OR OPERATED BY ANY
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CREDIT PARTY OR ANY SUBSIDIARY THEREOF, OR ANY ENVIRONMENTAL CLAIM RELATED IN
ANY WAY TO ANY CREDIT PARTY OR ANY SUBSIDIARY, (iv) ANY ACTUAL OR PROSPECTIVE
CLAIM, LITIGATION, ARBITRATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF
THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY, WHETHER
BROUGHT BY A THIRD PARTY OR BY ANY CREDIT PARTY OR ANY SUBSIDIARY THEREOF, AND
REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO, OR (v) ANY CLAIM
(INCLUDING, WITHOUT LIMITATION, ANY ENVIRONMENTAL CLAIMS), INVESTIGATION,
LITIGATION, ARBITRATION OR OTHER PROCEEDING (WHETHER OR NOT THE LENDER IS A
PARTY THERETO) AND THE PROSECUTION AND DEFENSE THEREOF, ARISING OUT OF OR IN ANY
WAY CONNECTED WITH THE REVOLVING CREDIT LOANS, THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT, OR ANY DOCUMENTS CONTEMPLATED BY OR REFERRED TO HEREIN OR THEREIN OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, INCLUDING WITHOUT LIMITATION,
REASONABLE ATTORNEYS AND CONSULTANT'S FEES (SUBJECT TO THE LIMITATION ON THE
NUMBER OF COUNSEL INCLUDED IN THE FOURTH PARENTHETICAL OF THIS SECTION 9.3(B)),
PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO
THE EXTENT THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES
ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE
JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF
SUCH INDEMNITEE.
(c)
To the fullest extent permitted by Applicable Law, the Borrower and each
other Credit Party shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct