ADMINISTRATION OF THIS AGREEMENT OR ANY AMENDMENTS,
MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF (WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED) AND (II) ALL
REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY EACH AGENT, THE ISSUING BANK OR
ANY LENDER, INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE FIRM
OF COUNSEL FOR EACH AGENT, THE ISSUING BANK AND THE LENDERS, IN CONNECTION WITH
THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH THIS AGREEMENT,
INCLUDING ITS RIGHTS UNDER THIS SECTION, OR IN CONNECTION WITH THE LOANS MADE
HEREUNDER AND THE LETTER OF CREDIT, INCLUDING IN CONNECTION WITH ANY WORKOUT,
RESTRUCTURING OR NEGOTIATIONS IN RESPECT THEREOF; PROVIDED, HOWEVER THAT THE
COMPANY AGREES TO PAY THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF SEPARATE
COUNSEL OF EACH AGENT, THE ISSUING BANK OR ANY LENDER IF THE COUNSEL CHOSEN TO
REPRESENT SUCH PARTY WOULD PRESENT SUCH COUNSEL WITH A CONFLICT OF INTEREST.
(B)
THE COMPANY AGREES TO INDEMNIFY EACH AGENT, THE ISSUING BANK AND
EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH
PERSON BEING CALLED AN "INDEMNITEE") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS
FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES,
INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY 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 THIS
AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY
THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THE CONSUMMATION
OF THE TRANSACTIONS OR ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY, (II) THE
REPRESENTATION OR WARRANTY SET FORTH IN SECTION 3.09 OF THIS AGREEMENT BEING
INCORRECT IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE UNDER THIS AGREEMENT,
(III) ANY LOAN OR THE LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF
(INCLUDING ANY REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER
THE LETTER OF CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND
DO NOT STRICTLY COMPLY WITH THE TERMS OF THE LETTER OF CREDIT), (IV) ANY ACTUAL
OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY
OWNED OR OPERATED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OR (V) 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 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 OR ITS AFFILIATES OR FROM A BREACH OF THIS AGREEMENT BY SUCH
INDEMNITEE.
(C)
TO THE EXTENT THAT THE COMPANY FAILS