THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.
THE BORROWER
AGREES TO PAY (I) ON DEMAND ALL REASONABLE COSTS AND EXPENSES OF THE
ADMINISTRATIVE AGENT AND THE LENDERS, IF ANY (INCLUDING REASONABLE EXTERNAL
COUNSEL FEES AND EXPENSES), IN CONNECTION WITH THE ENFORCEMENT (WHETHER THROUGH
NEGOTIATIONS, LEGAL PROCEEDINGS OR OTHERWISE) OF THIS AGREEMENT, THE NOTES AND
THE OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS TO BE DELIVERED HEREUNDER AND
THEREUNDER, INCLUDING REASONABLE FEES AND EXPENSES OF EXTERNAL COUNSEL FOR THE
ADMINISTRATIVE AGENT AND EACH LENDER IN CONNECTION WITH THE ENFORCEMENT OF
RIGHTS UNDER THIS SECTION 8.04(A), AND (II) AND INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT AND EACH LENDER FROM, ANY AND ALL PRESENT OR FUTURE STAMP,
DOCUMENTARY OR EXCISE TAXES OR SIMILAR CHARGES, ANY AND ALL RECORDING AND FILING
FEES, AND ANY AND ALL LIABILITIES WITH RESPECT THERETO, WHICH MAY BE PAYABLE OR
DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION AND DELIVERY OF, OR
CONSUMMATION OR ADMINISTRATION OF ANY OF THE TRANSACTIONS CONTEMPLATED BY, OR
PAYMENT UNDER, OR ANY AMENDMENT, SUPPLEMENT OR MODIFICATION OF, OR ANY WAIVER OR
CONSENT UNDER OR IN RESPECT OF, THIS AGREEMENT, THE NOTES, THE OTHER LOAN
DOCUMENTS AND ANY SUCH OTHER DOCUMENTS.
(B)
THE BORROWER AGREES TO INDEMNIFY, EXONERATE AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT, EACH LENDER AND EACH OF THEIR AFFILIATES AND THEIR
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND CONTROLLING PERSONS (EACH, AN
"INDEMNIFIED PARTY") FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES,
LIABILITIES AND EXPENSES (INCLUDING FEES, DISBURSEMENTS AND OTHER CHARGES OF
EXTERNAL COUNSEL) INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED
PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF
(INCLUDING IN CONNECTION WITH ANY CLAIM, INVESTIGATION, LITIGATION OR PROCEEDING
OR PREPARATION OF A DEFENSE IN CONNECTION THEREWITH) (I) THE NOTES, THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OTHER DOCUMENTS RELATED THERETO, ANY
EXTENSION OF CREDIT HEREUNDER, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR
THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS OR (II) ANY ACTUAL OR
ALLEGED PRESENCE OR RELEASE OF
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MATERIALS OF ENVIRONMENTAL CONCERN ON OR FROM ANY PROPERTY OWNED OR OPERATED BY
THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED
IN ANY WAY TO THE BORROWER OR ANY OF ITS SUBSIDIARIES, EXCEPT TO THE EXTENT SUCH
CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE IS FOUND IN A FINAL, NON-APPEALABLE
JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH
INDEMNIFIED PARTY'S BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN THE
CASE OF ANY CLAIM, INVESTIGATION, LITIGATION OR OTHER PROCEEDING TO WHICH THE
INDEMNITY IN THIS SECTION 8.04(B) APPLIES, SUCH INDEMNITY SHALL BE EFFECTIVE
WHETHER OR NOT SUCH INVESTIGATION, LITIGATION OR PROCEEDING IS BROUGHT BY THE
BORROWER, ITS DIRECTORS, EQUITYHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR
ANY OTHER PERSON, WHETHER OR NOT ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY
THERETO AND WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE
CONSUMMATED.
EACH PARTY TO THIS AGREEMENT AGREES NOT TO ASSERT ANY