OF ITS (OR ANY OF ITS RELATED PARTIES') OBLIGATIONS HEREUNDER OR UNDER
ANY OF THE OTHER LOAN DOCUMENTS OR IN CONNECTION WITH ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY, (Y) RELATE TO THE PRESENCE OR RELEASE OF
HAZARDOUS MATERIALS THAT FIRST OCCUR AT ANY PROPERTY OWNED BY HOLDINGS OR THE
BORROWER AFTER SUCH PROPERTY IS TRANSFERRED TO ANY INDEMNITEE, ANY OF ITS
RELATED PARTIES OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS BY FORECLOSURE,
DEED-IN-LIEU OF FORECLOSURE OR SIMILAR TRANSFER OR (Z) RESULTED FROM ANY DISPUTE
SOLELY AMONG INDEMNITEES AND (OR THEIR RELATED PARTIES) NOT INVOLVING THE
BORROWER, THE SPONSOR OR THEIR RESPECTIVE AFFILIATES. THE BORROWER SHALL HAVE NO
OBLIGATION TO REIMBURSE ANY INDEMNITEE FOR FEES AND EXPENSES UNLESS SUCH
INDEMNITEE PROVIDES THE BORROWER WITH AN UNDERTAKING IN WHICH SUCH INDEMNITEE
AGREES TO REFUND AND RETURN ANY AND ALL AMOUNTS PAID BY THE BORROWER TO SUCH
INDEMNITEE TO THE EXTENT ANY OF THE FOREGOING ITEMS IN CLAUSES (X) AND (Y)
OCCURS. NOTWITHSTANDING THE FOREGOING, THIS SECTION 9.05 SHALL NOT APPLY TO TAX
MATTERS, WHICH SHALL BE GOVERNED EXCLUSIVELY BY SECTION 2.20.
(C)
TO THE EXTENT THAT THE BORROWER FAILS TO PAY ANY AMOUNT REQUIRED
TO BE PAID BY IT TO THE ARRANGERS, THE ADMINISTRATIVE AGENT OR ANY OTHER
INDEMNITEE RELATED THERETO UNDER PARAGRAPH (A) OR (B) OF THIS SECTION (AND
WITHOUT LIMITING ITS OBLIGATION TO DO SO), EACH LENDER SEVERALLY AGREES TO PAY
TO THE ARRANGERS, SUCH INDEMNITEE AND THE ADMINISTRATIVE AGENT, SUCH LENDER'S
PRO RATA SHARE (DETERMINED AS OF THE TIME THAT THE APPLICABLE UNREIMBURSED
EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH UNPAID AMOUNT; PROVIDED THAT THE
UNREIMBURSED EXPENSE OR INDEMNIFIED LOSS, CLAIM, DAMAGE, LIABILITY OR RELATED
EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY OR ASSERTED AGAINST THE ARRANGERS,
THE AGENTS, THE ISSUING BANKS, THE SWINGLINE LENDER OR SUCH INDEMNITEE IN ITS
CAPACITY AS SUCH. FOR PURPOSES HEREOF, A LENDER'S "PRO RATA SHARE" SHALL BE
DETERMINED BASED UPON ITS SHARE OF THE SUM OF THE AGGREGATE REVOLVING CREDIT
EXPOSURE, OUTSTANDING TERM LOANS AND UNUSED COMMITMENTS AT THE TIME.
(D)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO SHALL
ASSERT, AND EACH PARTY HERETO HEREBY WAIVES, ANY CLAIM FROM (I) THE USE BY
OTHERS OF INFORMATION OR OTHER MATERIALS OBTAINED THROUGH ELECTRONIC,
TELECOMMUNICATIONS OR OTHER INFORMATION TRANSMISSION SYSTEMS, EXCEPT TO THE
EXTENT SUCH DAMAGES HAVE RESULTED FROM THE WILLFUL MISCONDUCT, BAD FAITH, FRAUD,
GROSS NEGLIGENCE OR BREACH OF THE LOAN DOCUMENTS OF SUCH PARTY OF ANY OF ITS
AFFILIATES OR THE RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF SUCH
PARTY AND SUCH PARTY'S AFFILIATES AND (II) ON ANY THEORY OF LIABILITY, FOR
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR
ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF, THIS
AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS,
ANY LOAN OR LETTER OF CREDIT OR THE USE OF THE PROCEEDS THEREOF.
(E)
THE PROVISIONS OF THIS SECTION 9.05 SHALL SURVIVE THE EXPIRATION
OF THE TERM OF THIS