AFFILIATES IN
CONNECTION WITH THE ARRANGEMENT AND SYNDICATION OF THE CREDIT FACILITY
ESTABLISHED HEREBY, THE PREPARATION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF
OR THEREOF (WHETHER OR NOT THE TRANSACTIONS HEREBY CONTEMPLATED SHALL BE
CONSUMMATED AND EXCEPT FOR SUCH COSTS AND EXPENSES INCURRED AFTER THE
TERMINATION OF THIS AGREEMENT), OR INCURRED BY THE AGENT OR ANY LENDER IN
CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF THEIR RIGHTS IN CONNECTION WITH
THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE LOANS MADE HEREUNDER, INCLUDING
THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF CRAVATH, SWAINE & MOORE LLP
AND, IN CONNECTION WITH ANY SUCH ENFORCEMENT OR PROTECTION, THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF ANY OTHER COUNSEL FOR THE AGENT OR ANY LENDER (IT
BEING AGREED THAT,
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EXCEPT IN CONNECTION WITH ANY SUCH ENFORCEMENT OR PROTECTION, THE BORROWER SHALL
BE RESPONSIBLE FOR THE FEES, CHARGES AND DISBURSEMENTS OF ONLY ONE COUNSEL
UNLESS, IN THE JUDGMENT OF THE AGENT, ADDITIONAL COUNSEL SHALL BE REQUIRED AS A
RESULT OF ANY CONFLICT OF INTERESTS).
THE BORROWER FURTHER AGREES THAT IT SHALL
INDEMNIFY THE LENDERS FROM AND HOLD THEM HARMLESS AGAINST ANY DOCUMENTARY TAXES,
ASSESSMENTS OR CHARGES MADE BY ANY GOVERNMENTAL AUTHORITY BY REASON OF THE
EXECUTION AND DELIVERY OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.
(B)
THE BORROWER AGREES TO INDEMNIFY THE AGENT, EACH LENDER AND EACH OF THEIR
RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND ADVISORS (EACH SUCH PERSON
BEING CALLED AN "INDEMNITEE") AGAINST, AND TO HOLD EACH INDEMNITEE HARMLESS
FROM, ANY AND ALL CLAIMS, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, REASONABLE COUNSEL FEES, CHARGES AND DISBURSEMENTS OF ONE COUNSEL
SELECTED BY THE AGENT FOR ALL THE INDEMNITEES, SUCH LOCAL COUNSEL AS THE AGENT
MAY IN GOOD FAITH DEEM ADVISABLE AND, IN THE EVENT A CONFLICT OF INTEREST MAKES
IT INADVISABLE FOR A SINGLE COUNSEL TO REPRESENT ALL THE INDEMNITEES, SUCH
ADDITIONAL COUNSEL AS MAY BE REQUIRED BY REASON OF SUCH CONFLICT), INCURRED BY
OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF OR IN CONNECTION WITH (I) THE
EXECUTION OR DELIVERY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY
AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES
THERETO OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE
TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, (II) THE USE OF
THE PROCEEDS OF THE LOANS OR (III) ANY CLAIM, LITIGATION, INVESTIGATION OR
PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS A
PARTY THERETO; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE
AVAILABLE TO THE EXTENT THAT SUCH CLAIM (WHETHER BROUGHT BY A LENDER OR ANY
OTHER PERSON), DAMAGE, LIABILITY OR EXPENSE IS DETERMINED BY A COURT OF
COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM
(X) THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH INDEMNITEE OR (Y) THE
MATERIAL BREACH OF SUCH INDEMNITEE'S OBLIGATIONS UNDER THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT