THEREIN, INCLUDING, WITHOUT LIMITATION, THE REASONABLE
FEES AND DISBURSEMENTS OF EACH COUNSEL TO THE ADMINISTRATIVE AGENT AND ANY
LENDER (INCLUDING ALLOCATED COSTS OF INTERNAL COUNSEL).
(D)
WITHOUT LIMITATION OF THE PRECEDING
SECTION 11.1(C), IN THE EVENT OF THE BANKRUPTCY, INSOLVENCY, REHABILITATION OR
OTHER SIMILAR PROCEEDING IN RESPECT OF THE BORROWER OR ANY OF ITS SUBSIDIARIES,
THE BORROWER AGREES TO PAY ALL COSTS OF COLLECTION AND DEFENSE, INCLUDING
REASONABLE ATTORNEYS' FEES IN CONNECTION THEREWITH AND IN CONNECTION WITH ANY
APPELLATE PROCEEDING OR POST-JUDGMENT ACTION INVOLVED THEREIN, WHICH SHALL BE
DUE AND PAYABLE TOGETHER WITH ALL REQUIRED SERVICE OR USE TAXES.
(E)
WITHOUT DUPLICATION OF ANY OF THE
BORROWER'S OBLIGATIONS UNDER SECTION 4.5(C), THE BORROWER AGREES TO PAY AND HOLD
THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS HARMLESS FROM AND AGAINST ANY
AND ALL PRESENT AND FUTURE STAMP AND OTHER SIMILAR TAXES WITH RESPECT TO THE
FOREGOING MATTERS AND SAVE THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS
HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR RESULTING
FROM ANY DELAY OR OMISSION (OTHER THAN TO THE EXTENT ATTRIBUTABLE TO ANY SUCH
INDEMNIFIED PERSON) TO PAY SUCH TAXES.
(F)
THE BORROWER AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH LENDER, AND THEIR RESPECTIVE RELATED PARTIES
(COLLECTIVELY, THE "INDEMNITEES") FROM AND HOLD EACH OF THEM HARMLESS AGAINST
ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES OR EXPENSES REASONABLY INCURRED
BY ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR IN ANY WAY RELATED TO, OR
BY REASON OF
(I)
ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING (WHETHER OR NOT ANY LENDER IS A PARTY THERETO) RELATED TO THE
ENTERING INTO AND/OR PERFORMANCE OF ANY CREDIT DOCUMENT OR THE USE OF THE
PROCEEDS OF ANY LOANS HEREUNDER OR THE CONSUMMATION OF ANY TRANSACTIONS
CONTEMPLATED IN ANY CREDIT DOCUMENT, OTHER THAN ANY SUCH INVESTIGATION,
LITIGATION OR PROCEEDING ARISING OUT OF TRANSACTIONS SOLELY BETWEEN OR AMONG ONE
OR MORE OF THE LENDERS AND/OR THE ADMINISTRATIVE AGENT, TRANSACTIONS SOLELY
INVOLVING THE ASSIGNMENT BY A LENDER OF ALL OR A PORTION OF ITS LOANS AND
COMMITMENTS, OR THE GRANTING OF PARTICIPATIONS THEREIN, AS PROVIDED IN THIS
AGREEMENT, OR ARISING SOLELY OUT OF ANY EXAMINATION OF A LENDER BY ANY
REGULATORY OR OTHER GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER IT, OR
(II)
THE ACTUAL OR ALLEGED PRESENCE OF
HAZARDOUS MATERIALS IN THE AIR, SURFACE WATER OR GROUNDWATER OR ON THE SURFACE
OR SUBSURFACE OF ANY REAL PROPERTY OWNED, LEASED OR AT ANY TIME OPERATED BY THE
BORROWER OR ANY OF ITS SUBSIDIARIES, THE RELEASE, GENERATION, STORAGE,
TRANSPORTATION, HANDLING OR DISPOSAL OF HAZARDOUS MATERIALS AT ANY LOCATION,
WHETHER OR NOT OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, IF
THE BORROWER OR ANY SUCH SUBSIDIARY COULD HAVE OR IS ALLEGED TO HAVE ANY
RESPONSIBILITY IN RESPECT THEREOF, THE NON-COMPLIANCE OF ANY SUCH REAL PROPERTY
WITH FOREIGN, FEDERAL, STATE AND LOCAL LAWS, REGULATIONS AND ORDINANCES
(INCLUDING, WITHOUT LIMITATION, APPLICABLE PERMITS THEREUNDER) APPLICABLE
THERETO, OR ANY ENVIRONMENTAL CLAIM ASSERTED AGAINST THE BORROWER OR ANY OF ITS