THE REASONABLE FEES AND
EXPENSES OF COUNSEL) OF THE COLLATERAL AGENT (A) ARISING IN CONNECTION WITH THE
PREPARATION, EXECUTION, DELIVERY, OR MODIFICATION OF THIS SECURITY AGREEMENT,
THE GUARANTY AND/OR THE ENFORCEMENT OF ANY OF THE PROVISIONS HEREOF OR THEREOF
OR (B) INCURRED IN CONNECTION WITH THE ADMINISTRATION OF THE COLLATERAL, THE
SALE OR OTHER DISPOSITION OF SUCH COLLATERAL PURSUANT TO THE TRANSACTION
DOCUMENTS AND/OR THE PRESERVATION, PROTECTION OR DEFENSE OF THE COLLATERAL
AGENT'S RIGHTS UNDER THIS SECURITY AGREEMENT OR THE GUARANTY AND IN AND TO SUCH
COLLATERAL. GRANTOR SHALL PAY THE REASONABLE FEES AND EXPENSES OF THE COLLATERAL
AGENT'S COUNSEL.
16.2. GRANTOR SHALL INDEMNIFY AND HOLD HARMLESS THE COLLATERAL AGENT (WHICH
SHALL INCLUDE, WITH RESPECT TO THIS SECTION 16.2, ITS DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS) FROM ANY PRESENT OR FUTURE CLAIM FOR LIABILITY FOR ANY
STAMP OR OTHER SIMILAR TAX AND ANY PENALTIES OR INTEREST WITH RESPECT THERETO,
THAT MAY BE ASSESSED, LEVIED OR COLLECTED BY ANY JURISDICTION IN CONNECTION WITH
THIS SECURITY AGREEMENT OR ANY COLLATERAL. GRANTOR SHALL PAY, OR REIMBURSE THE
COLLATERAL AGENT FOR, ANY AND ALL AMOUNTS IN RESPECT OF, ALL SEARCH, FILING,
RECORDING AND REGISTRATION FEES, TAXES, EXCISE TAXES AND OTHER SIMILAR IMPOSTS
PAYABLE IN RESPECT OF THE EXECUTION, DELIVERY, PERFORMANCE AND/OR ENFORCEMENT OF
THIS SECURITY AGREEMENT.
16.3. GRANTOR DOES HEREBY FURTHER AGREE TO PAY UPON DEMAND ALL LOSSES, COSTS,
REASONABLE ATTORNEYS' FEES AND EXPENSES WHICH MAY BE SUFFERED BY THE COLLATERAL
AGENT AND EACH SECURED PARTY BY REASON OF THE COMPANY'S EVENT OF DEFAULT (AS
DEFINED IN ANY TRANSACTION DOCUMENT) UNDER ANY TRANSACTION DOCUMENT OR ANY
DEFAULT OF GRANTOR UNDER THIS SECURITY AGREEMENT. GRANTOR HEREBY AGREES TO
INDEMNIFY, DEFEND AND HOLD HARMLESS THE COLLATERAL AGENT, EACH SECURED PARTY,
THEIR AFFILIATES AND THEIR RESPECTIVE PRINCIPALS, DIRECTORS, OFFICERS,
EMPLOYEES, REPRESENTATIVES, AGENTS AND THIRD-PARTY ADVISORS (EACH, AN
"INDEMNIFIED PARTY") (ON AN AFTER-TAX BASIS) FROM AND AGAINST ANY AND ALL
LOSSES, DISPUTES, PENALTIES, CLAIMS, EXPENSES (INCLUDING, WITHOUT LIMITATION,
LEGAL EXPENSES) DAMAGES, AND LIABILITIES (INCLUDING WITHOUT LIMITATION,
ENVIRONMENTAL LIABILITIES) OF WHATSOEVER KIND AND NATURE (INCLUDING THOSE
ARISING OUT OF THE INDEMNIFIED PARTY'S NEGLIGENCE) ARISING OUT OF, IN CONNECTION
WITH, OR RELATING TO THIS SECURITY AGREEMENT AND THE TRANSACTION DOCUMENTS
("CLAIMS"), REGARDLESS OF WHETHER SUCH INDEMNIFIED PARTY IS A PARTY THERETO;
PROVIDED, HOWEVER, THAT NO INDEMNIFIED PARTY SHALL BE ENTITLED TO INDEMNITY
HEREUNDER IN RESPECT OF ANY CLAIM TO THE EXTENT THAT THE SAME IS FOUND BY A
FINAL, NON-APPEALABLE JUDGMENT OF A COURT OF COMPETENT JURISDICTION TO HAVE
RESULTED DIRECTLY FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNIFIED PARTY. ALL REPRESENTATIONS AND WARRANTIES MADE IN THIS SECURITY
AGREEMENT SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS SECURITY AGREEMENT,
AND GRANTOR'S OBLIGATIONS UNDER THIS SECTION 16 SHALL SURVIVE THE EXPIRATION OR
TERMINATION OF THIS SECURITY AGREEMENT.
16.4. TO THE EXTENT THAT GRANTOR FAILS TO PAY TO THE COLLATERAL AGENT ANY
AMOUNTS PAYABLE TO THE COLLATERAL AGENT PURSUANT TO THIS SECTION 16, EACH
SECURED PARTY SHALL BE SEVERALLY LIABLE IN PROPORTION TO THE AMOUNT OF NOTES
HELD BY IT AND