ISSUE, SALES AND USE, VALUE ADDED,
PROPERTY AND OTHER SIMILAR TAXES (OTHER THAN TAXES IMPOSED ON NET INCOME) WITH
RESPECT TO THE MATTERS DESCRIBED IN FOREGOING CLAUSE (I) AND HOLD EACH
INDEMNITEE HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR
RESULTING FROM ANY DELAY OR OMISSION TO PAY SUCH TAXES; AND (III) INDEMNIFY EACH
INDEMNITEE FROM AND HOLD EACH OF THEM HARMLESS AGAINST ANY AND ALL INDEMNIFIED
AMOUNTS INCURRED BY ANY OF THEM AS A RESULT OF, OR ARISING OUT OF, OR IN ANY WAY
RELATED TO, OR BY REASON OF, THE ENTERING INTO AND/OR PERFORMANCE OF THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT OR THE USE OF THE PROCEEDS OF ANY LOAN
HEREUNDER OR THE CONSUMMATION OF ANY TRANSACTIONS CONTEMPLATED HEREIN OR IN ANY
OTHER CREDIT DOCUMENT, INCLUDING, WITHOUT LIMITATION, (A) THE OUT-OF-POCKET DUE
DILIGENCE, INSPECTION, APPRAISALS, TESTING AND REVIEW COSTS AND EXPENSES
INCURRED BY THE ADMINISTRATIVE AGENT WITH RESPECT TO COLLATERAL SUBMITTED BY ANY
BORROWER UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
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TO, THOSE COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT PURSUANT TO
ARTICLE IX AND SECTION 10.26, (B) THE FEES AND DISBURSEMENTS OF COUNSEL INCURRED
IN CONNECTION THEREWITH AND (C) ANY ENVIRONMENTAL LIABILITIES WITH RESPECT TO
ANY REAL ESTATE OR OTHER ASSETS HELD BY ANY BORROWER OR ANY OF ITS AFFILIATES
(BUT EXCLUDING ANY SUCH INDEMNIFIED AMOUNTS TO THE EXTENT INCURRED BY REASON OF
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED).
(III)
FOR THE AVOIDANCE OF DOUBT, AN INDEMNITEE
MAY SEEK PAYMENT OF ANY INDEMNIFIED AMOUNT AT ANY TIME AND REGARDLESS OF WHETHER
A DEFAULT OR AN EVENT OF DEFAULT THEN EXISTS OR IS CONTINUING.
(IV)
IF FOR ANY REASON THE INDEMNIFICATION PROVIDED
IN THIS SECTION IS UNAVAILABLE TO THE INDEMNITEE OR IS INSUFFICIENT TO HOLD AN
INDEMNITEE HARMLESS, THEN THE CREDIT PARTIES SHALL CONTRIBUTE TO THE AMOUNT PAID
OR PAYABLE BY SUCH INDEMNITEE AS A RESULT OF SUCH LOSS, CLAIM, DAMAGE OR
LIABILITY IN SUCH PROPORTION AS IS APPROPRIATE TO REFLECT NOT ONLY THE RELATIVE
BENEFITS RECEIVED BY SUCH INDEMNITEE ON THE ONE HAND AND THE CREDIT PARTIES ON
THE OTHER HAND BUT ALSO THE RELATIVE FAULT OF SUCH INDEMNITEE AS WELL AS ANY
OTHER RELEVANT EQUITABLE CONSIDERATIONS.
(V)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY
OTHER AGREEMENT OF ANY BORROWER HEREUNDER, THE OBLIGATIONS OF THE CREDIT PARTIES
UNDER THIS ARTICLE X ARE JOINT AND SEVERAL AND SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT.
(VI)
INDEMNIFICATION UNDER THIS SECTION SHALL BE IN
AN AMOUNT NECESSARY TO MAKE THE INDEMNITEE WHOLE AFTER TAKING INTO ACCOUNT ANY
TAX CONSEQUENCES TO THE INDEMNITEE OF THE RECEIPT OF THE INDEMNITY PROVIDED
HEREUNDER, INCLUDING THE EFFECT OF SUCH TAX OR REFUND ON THE AMOUNT OF TAX
MEASURED BY NET INCOME OR PROFITS THAT IS OR WAS PAYABLE BY THE INDEMNITEE.
(C)
REIMBURSEMENT BY LENDERS.
TO THE EXTENT
THAT THE BORROWERS FOR ANY REASON FAIL TO INDEFEASIBLY PAY ANY AMOUNT REQUIRED
UNDER PARAGRAPH (A) OR (B) OF THIS SECTION TO