OBLIGATION (OR THE REPAYMENT THEREOF), ANY LETTER OF CREDIT, THE USE OR INTENDED
USE OF THE PROCEEDS OF ANY LOAN OR THE USE OF ANY LETTER OF CREDIT, OR ANY
SECURITIES FILING OF, OR WITH RESPECT TO, ANY GROUP MEMBER, (II) ANY COMMITMENT
LETTER, PROPOSAL LETTER OR TERM SHEET WITH ANY PERSON OR ANY CONTRACTUAL
OBLIGATION, SYNDICATION OF THE CREDIT FACILITY PROVIDED HEREBY, ANY ENFORCEMENT
OF ANY LOAN DOCUMENTS (INCLUDING ANY SALES OF, COLLECTION
100
FROM, OR OTHER REALIZATION UPON ANY OF THE COLLATERAL OR THE ENFORCEMENT OF ANY
GUARANTY) ARRANGEMENT OR UNDERSTANDING WITH ANY BROKER, FINDER OR CONSULTANT, IN
EACH CASE ENTERED INTO BY OR ON BEHALF OF ANY GROUP MEMBER OR ANY AFFILIATE OF
ANY OF THEM IN CONNECTION WITH ANY OF THE FOREGOING AND ANY CONTRACTUAL
OBLIGATION ENTERED INTO IN CONNECTION WITH ANY E-SYSTEMS OR OTHER ELECTRONIC
TRANSMISSIONS, (III) ANY ACTUAL OR PROSPECTIVE INVESTIGATION, LITIGATION OR
OTHER PROCEEDING, WHETHER OR NOT BROUGHT BY ANY SUCH INDEMNITEE OR ANY OF ITS
RELATED PERSONS, ANY HOLDERS OF SECURITIES OR CREDITORS (AND INCLUDING
ATTORNEYS' FEES IN ANY CASE), WHETHER OR NOT ANY SUCH INDEMNITEE, RELATED
PERSON, HOLDER OR CREDITOR IS A PARTY THERETO, AND WHETHER OR NOT BASED ON ANY
SECURITIES OR COMMERCIAL LAW OR REGULATION OR ANY OTHER REQUIREMENT OF LAW OR
THEORY THEREOF, INCLUDING COMMON LAW, EQUITY, CONTRACT, TORT OR OTHERWISE, OR
(IV) ANY OTHER ACT, EVENT OR TRANSACTION RELATED, CONTEMPLATED IN OR ATTENDANT
TO ANY OF THE FOREGOING (COLLECTIVELY, THE "INDEMNIFIED MATTERS"); PROVIDED,
THAT THE BORROWER SHALL NOT HAVE ANY LIABILITY UNDER THIS SECTION 11.4 TO AN
INDEMNITEE WITH RESPECT TO, AND NO INDEMNITEE SHALL HAVE ANY LIABILITY HEREUNDER
OTHER THAN (TO THE EXTENT OTHERWISE LIABLE) FOR, ANY INDEMNIFIED MATTER TO THE
EXTENT SUCH LIABILITY HAS RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF SUCH INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT OR ORDER. THE FOREGOING
INDEMNIFICATION SHALL APPLY WHETHER OR NOT SUCH INDEMNIFIED LIABILITIES ARE IN
ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF
STRICT LIABILITY, OR ARE CAUSED, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY INDEMNITEE. FURTHERMORE, EACH OF PARENT
AND THE BORROWER WAIVES AND AGREES NOT TO ASSERT AGAINST ANY INDEMNITEE, AND
SHALL CAUSE EACH OTHER LOAN PARTY TO WAIVE AND NOT ASSERT AGAINST ANY
INDEMNITEE, ANY RIGHT OF CONTRIBUTION WITH RESPECT TO ANY LIABILITIES THAT MAY
BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY RELATED PERSON.
(b) WITHOUT LIMITING THE FOREGOING, "INDEMNIFIED MATTERS" INCLUDES ALL
ENVIRONMENTAL LIABILITIES, INCLUDING THOSE ARISING FROM, OR OTHERWISE INVOLVING,
ANY PROPERTY OF ANY GROUP MEMBER OR ANY ACTUAL, ALLEGED OR PROSPECTIVE DAMAGE TO
PROPERTY OR NATURAL RESOURCES OR HARM OR INJURY ALLEGED TO HAVE RESULTED FROM
ANY RELEASE OF HAZARDOUS MATERIALS ON, UPON OR INTO SUCH PROPERTY OR NATURAL
RESOURCE OR ANY PROPERTY ON OR CONTIGUOUS TO ANY REAL PROPERTY OF ANY GROUP
MEMBER, WHETHER OR NOT, WITH RESPECT TO