AND ADMINISTRATION OF
THE LOAN DOCUMENTS AND ANY AMENDMENTS, MODIFICATIONS OR WAIVERS THEREOF (WHETHER
OR NOT THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE CONSUMMATED), (II) ALL REASONABLE OUT-OF-POCKET EXPENSES
INCURRED BY THE ISSUING BANK IN CONNECTION WITH THE ISSUANCE, AMENDMENT, RENEWAL
OR EXTENSION OF ANY LETTER OF CREDIT OR ANY DEMAND FOR PAYMENT THEREUNDER AND
(III) ALL OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, THE
REASONABLE FEES, CHARGES AND DISBURSEMENTS OF OUTSIDE COUNSEL AND THE ALLOCATED
COST OF INSIDE COUNSEL) INCURRED BY THE ADMINISTRATIVE AGENT, THE ISSUING BANK
OR ANY LENDER IN CONNECTION WITH THE ENFORCEMENT OR PROTECTION OF ITS RIGHTS IN
CONNECTION WITH THIS AGREEMENT, INCLUDING ITS RIGHTS UNDER THIS SECTION 10.3, OR
IN CONNECTION WITH THE LOANS MADE OR ANY LETTERS OF CREDIT ISSUED HEREUNDER,
INCLUDING ALL SUCH OUT-OF-POCKET EXPENSES INCURRED DURING ANY WORKOUT,
RESTRUCTURING OR NEGOTIATIONS IN RESPECT OF SUCH LOANS OR LETTERS OF CREDIT.
THE ADMINISTRATIVE AGENT SHALL UPDATE THE ADMINISTRATIVE BORROWER WITH RESPECT
TO THE FOREGOING COUNSEL FEES AND EXPENSES ON A BI-WEEKLY BASIS.
79
(B)
THE BORROWERS SHALL JOINTLY AND SEVERALLY INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUING BANK, 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 FEES, CHARGES AND
DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), AND SHALL INDEMNIFY AND HOLD
HARMLESS EACH INDEMNITEE FROM ALL FEES AND TIME CHARGES AND DISBURSEMENTS FOR
ATTORNEYS WHO MAY BE EMPLOYEES OF ANY INDEMNITEE, INCURRED BY ANY INDEMNITEE OR
ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY, BY ANY BORROWER OR ANY
RESTRICTED SUBSIDIARY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF
(I) BEING A PARTY TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR
INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO
OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, (II) ANY LOAN OR LETTER OF
CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING ANY
REFUSAL BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF
CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY
COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED
PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR
OPERATED BY ANY BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL
LIABILITY RELATED IN ANY WAY TO THE ACTIONS OF ANY BORROWER OR ANY OF ITS
SUBSIDIARIES, OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION
OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON CONTRACT, TORT
OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY ANY BORROWER OR ANY
RESTRICTED SUBSIDIARY, AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY
THERETO, PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY