OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED BY THE BORROWER
OR ANY SUBSIDIARY OR ANY ENVIRONMENTAL LIABILITY
RELATED IN ANY WAY TO THE
BORROWER OR ANY SUBSIDIARY 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 AND REGARDLESS OF WHETHER ANY INDEMNITEE IS A
PARTY THERETO; PROVIDED,
THAT THE BORROWER AND THE CO-BORROWER SHALL NOT BE
OBLIGATED TO INDEMNIFY ANY INDEMNITEE FOR ANY OF THE FOREGOING ARISING OUT OF
SUCH INDEMNITEE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS DETERMINED BY A
COURT OF COMPETENT JURISDICTION IN A FINAL AND NONAPPEALABLE JUDGMENT.
THE BORROWER AND THE CO-BORROWER SHALL PAY, AND HOLD THE ADMINISTRATIVE AGENT
AND EACH OF THE LENDERS HARMLESS FROM AND AGAINST, ANY AND ALL PRESENT AND
FUTURE STAMP, DOCUMENTARY, AND OTHER
SIMILAR TAXES WITH RESPECT TO THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS, ANY
COLLATERAL DESCRIBED THEREIN, OR ANY PAYMENTS DUE THEREUNDER, AND SAVE THE
ADMINISTRATIVE AGENT AND EACH LENDER HARMLESS FROM AND AGAINST ANY AND ALL
LIABILITIES WITH RESPECT TO OR RESULTING FROM ANY DELAY OR OMISSION TO PAY SUCH
TAXES.
TO THE EXTENT THAT THE BORROWER OR THE CO-BORROWER FAIL TO PAY ANY AMOUNT
REQUIRED TO BE PAID TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE
SWINGLINE LENDER UNDER CLAUSES (A), (B) OR (C) HEREOF, EACH LENDER SEVERALLY
AGREES TO PAY TO THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE
LENDER, AS THE CASE MAY BE, SUCH LENDER'S PRO RATA SHARE (DETERMINED AS OF THE
TIME THAT THE UNREIMBURSED EXPENSE OR INDEMNITY PAYMENT IS SOUGHT) OF SUCH
UNPAID AMOUNT; PROVIDED, THAT THE UNREIMBURSED EXPENSE OR INDEMNIFIED PAYMENT,
CLAIM, DAMAGE, LIABILITY OR RELATED EXPENSE, AS THE CASE MAY BE, WAS INCURRED BY
OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT, THE ISSUING BANK OR THE SWINGLINE
LENDER IN ITS CAPACITY AS SUCH.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE BORROWER OR THE
CO-BORROWER SHALL ASSERT, AND EACH THE BORROWER AND THE CO-BORROWER HEREBY
WAIVE, ANY CLAIM AGAINST ANY INDEMNITEE, ON ANY THEORY OF LIABILITY, FOR
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO ACTUAL OR
DIRECT DAMAGES) ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF, THIS
AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE TRANSACTIONS
CONTEMPLATED THEREIN, ANY LOAN OR ANY LETTER OF CREDIT
OR THE USE OF PROCEEDS
THEREOF.
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE PAYABLE PROMPTLY AFTER WRITTEN
DEMAND THEREFOR.
SUCCESSORS AND ASSIGNS.
THE PROVISIONS OF THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT
THE BORROWER AND THE CO-BORROWER MAY NOT ASSIGN OR TRANSFER ANY OF ITS
RESPECTIVE RIGHTS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF EACH
LENDER
(AND ANY ATTEMPTED ASSIGNMENT OR TRANSFER BY THE BORROWER OR THE CO-BORROWER
WITHOUT SUCH CONSENT SHALL BE NULL AND VOID).
ANY LENDER MAY AT ANY TIME ASSIGN TO ONE OR MORE ASSIGNEES ALL