AND EACH OF THE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS OF THE
ADMINISTRATIVE AGENT AND EACH LENDER (EACH A "LENDER PARTY") FREE AND HARMLESS
FROM AND AGAINST ANY AND ALL ACTIONS, CAUSES OF ACTION, SUITS, LOSSES,
LIABILITIES, DAMAGES AND EXPENSES, INCLUDING REASONABLE ATTORNEY COSTS
(COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCURRED BY THE LENDER PARTIES OR
ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR RELATING TO (A) ANY TENDER
OFFER, MERGER, PURCHASE OF CAPITAL SECURITIES, PURCHASE OF ASSETS OR OTHER
SIMILAR TRANSACTION FINANCED OR PROPOSED TO BE FINANCED IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, WITH THE PROCEEDS OF ANY OF THE LOANS, (B) THE USE,
HANDLING, RELEASE, EMISSION, DISCHARGE, TRANSPORTATION, STORAGE, TREATMENT OR
DISPOSAL OF ANY HAZARDOUS SUBSTANCE AT ANY PROPERTY OWNED OR LEASED BY THE
COMPANY OR ANY RESTRICTED SUBSIDIARY, (C) ANY VIOLATION OF ANY ENVIRONMENTAL
LAWS WITH RESPECT TO CONDITIONS AT ANY PROPERTY OWNED OR LEASED BY THE COMPANY
OR ANY RESTRICTED SUBSIDIARY OR THE OPERATIONS CONDUCTED THEREON, (D) THE
INVESTIGATION, CLEANUP OR REMEDIATION OF OFFSITE LOCATIONS AT WHICH THE COMPANY
OR ANY RESTRICTED SUBSIDIARY OR THEIR RESPECTIVE PREDECESSORS ARE ALLEGED TO
HAVE DIRECTLY OR INDIRECTLY DISPOSED OF HAZARDOUS SUBSTANCES OR (E) THE
EXECUTION, DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT BY ANY OF THE LENDER PARTIES, EXCEPT FOR
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ANY SUCH INDEMNIFIED LIABILITIES ARISING ON ACCOUNT OF THE APPLICABLE LENDER
PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A FINAL,
NONAPPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION.
IF AND TO THE
EXTENT THAT THE FOREGOING UNDERTAKING MAY BE UNENFORCEABLE FOR ANY REASON, THE
COMPANY HEREBY AGREES TO MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND
SATISFACTION OF EACH OF THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER
APPLICABLE LAW.
ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 15.17 SHALL
SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE NOTES, EXPIRATION OR
TERMINATION OF THE LETTERS OF CREDIT, AND TERMINATION OF THIS AGREEMENT.
15.18
NONLIABILITY OF LENDERS.
THE RELATIONSHIP BETWEEN THE COMPANY ON
THE ONE HAND AND THE LENDERS AND THE ADMINISTRATIVE AGENT ON THE OTHER HAND
SHALL BE SOLELY THAT OF BORROWER AND LENDER.
NEITHER THE ADMINISTRATIVE AGENT
NOR ANY LENDER HAS ANY FIDUCIARY RELATIONSHIP WITH OR DUTY TO THE COMPANY
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS, AND THE RELATIONSHIP BETWEEN THE COMPANY, ON THE ONE HAND, AND THE
ADMINISTRATIVE AGENT AND THE LENDERS, ON THE OTHER HAND, IN CONNECTION HEREWITH
OR THEREWITH IS SOLELY THAT OF DEBTOR AND CREDITOR.
NEITHER THE ADMINISTRATIVE
AGENT NOR ANY LENDER UNDERTAKES ANY RESPONSIBILITY TO THE COMPANY TO REVIEW OR
INFORM THE COMPANY OF ANY MATTER IN CONNECTION WITH ANY PHASE OF THE COMPANY'S
BUSINESS OR OPERATIONS.
THE COMPANY AGREES THAT NEITHER THE ADMINISTRATIVE
AGENT NOR ANY LENDER SHALL HAVE LIABILITY TO THE COMPANY (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE COMPANY IN CONNECTION
WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED