RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR
THE OTHER LOAN DOCUMENTS (INCLUDING ALL SUCH COSTS AND EXPENSES INCURRED DURING
ANY "WORKOUT" OR RESTRUCTURING IN RESPECT OF THE SENIOR CREDIT OBLIGATIONS AND
DURING ANY LEGAL PROCEEDING, INCLUDING ANY PROCEEDING UNDER ANY DEBTOR RELIEF
LAW), INCLUDING ALL ATTORNEY COSTS); PROVIDED THAT THE BORROWER SHALL NOT BE
REQUIRED TO REIMBURSE THE LEGAL FEES AND EXPENSES OF MORE THAN ONE OUTSIDE
COUNSEL (IN ADDITION TO UP TO ONE LOCAL COUNSEL IN EACH APPLICABLE LOCAL
JURISDICTION) FOR ALL PERSONS INDEMNIFIED UNDER THIS CLAUSE (II) UNLESS, IN THE
WRITTEN OPINION OF OUTSIDE COUNSEL REASONABLY SATISFACTORY TO THE BORROWER AND
THE ADMINISTRATIVE AGENT, REPRESENTATION OF ALL SUCH INDEMNIFIED PERSONS WOULD
BE INAPPROPRIATE DUE TO THE EXISTENCE OF AN ACTUAL OR POTENTIAL CONFLICT OF
INTEREST.
THE FOREGOING COSTS AND EXPENSES SHALL INCLUDE ALL SEARCH, FILING,
RECORDING, TITLE INSURANCE AND APPRAISAL CHARGES AND FEES AND TAXES RELATED
THERETO, AND OTHER OUT-OF-POCKET EXPENSES INCURRED BY ANY AGENT AND THE COST OF
INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER OUTSIDE EXPERTS RETAINED BY OR ON
BEHALF OF ANY AGENT OR ANY LENDER.
ALL AMOUNTS DUE UNDER THIS SECTION 10.04
SHALL BE
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PAYABLE WITHIN TEN BUSINESS DAYS AFTER DEMAND THEREFOR.
THE AGREEMENTS IN THIS
SECTION 10.04 SHALL SURVIVE THE TERMINATION OF THE COMMITMENTS AND REPAYMENT OF
ALL SENIOR CREDIT OBLIGATIONS.
SECTION 10.05
INDEMNIFICATION.
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREBY ARE CONSUMMATED, HOLDINGS AND THE BORROWER, JOINTLY AND SEVERALLY, AGREE
TO INDEMNIFY AND HOLD HARMLESS EACH AGENT-RELATED PERSON, EACH LENDER AND THEIR
RESPECTIVE AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, AGENTS AND, IN
THE CASE OF ANY FUNDS, TRUSTEES AND INVESTMENT ADVISORS AND ATTORNEYS-IN-FACT
(COLLECTIVELY THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITIES,
OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, CLAIMS, DEMANDS, ACTIONS, JUDGMENTS,
SUITS, COSTS, EXPENSES AND DISBURSEMENTS (INCLUDING ATTORNEY COSTS) OF ANY KIND
OR NATURE WHATSOEVER WHICH MAY AT ANY TIME BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST ANY SUCH INDEMNITEE IN ANY WAY RELATING TO OR ARISING OUT OF OR
IN CONNECTION WITH (I) THE EXECUTION, DELIVERY, ENFORCEMENT, PERFORMANCE OR
ADMINISTRATION OF ANY LOAN DOCUMENT OR ANY OTHER AGREEMENT, LETTER OR INSTRUMENT
DELIVERED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED THEREBY OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED THEREBY, (II) ANY COMMITMENT, LOAN
OR LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM
(INCLUDING ANY REFUSAL BY THE L/C ISSUER 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
CURRENTLY OR FORMERLY OWNED OR OPERATED BY THE BORROWER, ANY SUBSIDIARY OR ANY
OTHER LOAN PARTY, OR ANY ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE
BORROWER, ANY SUBSIDIARY OR ANY OTHER LOAN PARTY, 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 (INCLUDING