AND SECTION 14.5), WHETHER IN ANY ACTION, SUIT OR LITIGATION, OR
ANY BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR PROCEEDING AFFECTING CREDITORS'
RIGHTS GENERALLY (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
EXPENSES OF COUNSEL FOR ALL PURCHASERS WITH RESPECT THERETO) (INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO ENFORCEMENT OF RIGHTS UNDER THIS SECTION 14.4 AND
SECTION 14.5), (C) ANY AND ALL STAMP, REGISTRATION, DOCUMENTARY AND OTHER
SIMILAR TAXES (EXPRESSLY EXCLUDING INCOME AND CAPITAL GAIN TAXES) PAYABLE OR
DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION, DELIVERY,
PERFORMANCE, ENFORCEMENT AND ADMISSIBILITY INTO EVIDENCE OF THIS AGREEMENT, THE
NOTES, THE OTHER SUBORDINATED NOTE DOCUMENTS, AND THE OTHER INSTRUMENTS AND
DOCUMENTS TO BE DELIVERED HEREUNDER OR THEREUNDER AND (D) THE REASONABLE
EXPENSES OF PREPARING NOTES FROM TIME TO TIME IN CONNECTION WITH EXCHANGES AND
TRANSFERS OF NOTES, AND THE EXPENSES OF DELIVERING COPIES OF OPERATIVE DOCUMENTS
TO PURCHASERS, AND THE NOTE PARTIES AGREES TO SAVE EACH PURCHASER HARMLESS FROM
AND AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY DELAY
IN PAYING OR OMISSION TO PAY SUCH TAXES AND FILING FEES.
14.5
INDEMNIFICATION; LIMITATION OF LIABILITY.
(A)
IN ADDITION TO THE PAYMENT OF EXPENSES
PURSUANT TO SECTION 14.4, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY
SHALL BE CONSUMMATED, EACH NOTE PARTY AGREES, JOINTLY AND SEVERALLY, TO
INDEMNIFY, PAY AND HOLD EACH PURCHASER AND THE PARTNERS, MEMBERS, OFFICERS,
DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF EACH PURCHASER (COLLECTIVELY, THE
"INDEMNITEES") HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS,
LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES
AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, INTEREST AND PENALTIES WITH RESPECT THERETO AND OUT-OF-POCKET
EXPENSES AND THE FEES AND DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN
CONNECTION WITH ANY INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDINGS,
WHETHER OR NOT SUCH INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO BUT
EXCLUDING ANY LOST PROFIT WITH RESPECT TO ITS HOLDING OF THE NOTES), WHETHER
ABSOLUTE, ACCRUED, CONDITIONAL OR OTHERWISE AND WHETHER OR NOT RESULTING FROM
THIRD PARTY CLAIMS, WHICH MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST
ANY SUCH INDEMNITEE, IN ANY MANNER RELATING TO OR ARISING OUT OF (I) THE
SUBORDINATED NOTE DOCUMENTS AND THE OTHER OPERATIVE DOCUMENTS AND ALL OTHER
MATTERS RELATED THERETO OR IN CONNECTION THEREWITH, (II) THE PURCHASERS'
AGREEMENT TO PURCHASE THE NOTES OR THE USE OR
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INTENDED USE OF THE PROCEEDS OF THE SALE OF THE NOTES OR THE USE OR INTENDED USE
OF THE PROCEEDS OF THE SALE OF THE NOTES HEREUNDER, (III) THE VIOLATION OF ANY
SECURITIES LAW BY ANY NOTE PARTY, (IV) THE FAILURE OF ANY OF THE PARTIES (OTHER
THAN THE PURCHASERS) TO THE OPERATIVE DOCUMENTS TO COMPLY WITH ANY LAW, RULE OR
REGULATION APPLICABLE TO THE TRANSACTIONS CONTEMPLATED THEREBY, (V)
ANY
ENVIRONMENTAL LAW, ENVIRONMENTAL PERMIT, ENVIRONMENTAL LIABILITIES OR ANY
MATERIALS OF ENVIRONMENTAL CONCERN (W) PRESENT ON OR UNDER ANY REAL PROPERTY
OWNED, LEASED OR USED, AT ANY TIME, BY ANY OF THE NOTE PARTIES, (X) RELEASED
FROM OR ONTO ANY SUCH REAL PROPERTY,