(INCLUDING ALL REASONABLE SEARCH, FILING AND RECORDING FEES) AND
(D) THE ONGOING ADMINISTRATION OF THE LOAN DOCUMENTS (INCLUDING THE PREPARATION,
NEGOTIATION AND EXECUTION OF ANY AMENDMENTS, CONSENTS, WAIVERS, ASSIGNMENTS,
RESTATEMENTS OR SUPPLEMENTS THERETO AND COSTS ASSOCIATED WITH INSURANCE REVIEWS,
COLLATERAL AUDITS, FIELD EXAMS, COLLATERAL VALUATIONS AND COLLATERAL REVIEWS)
AND (II)
TO PAY OR REIMBURSE EACH AGENT AND EACH OF THE LENDERS FOR ALL
REASONABLE COSTS AND EXPENSES, INCURRED BY SUCH AGENT OR SUCH LENDERS (INCLUDING
THE REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF SHEARMAN & STERLING LLP,
SPECIAL COUNSEL TO THE AGENTS, AND ANY LOCAL COUNSEL RETAINED BY THE AGENTS OR
ITS COUNSEL IN EACH APPLICABLE LOCAL JURISDICTION) IN CONNECTION WITH (A) THE
ENFORCEMENT OF THE LOAN DOCUMENTS OR COLLECTION OF PAYMENTS DUE FROM ANY LOAN
PARTY AND (B) ANY LEGAL PROCEEDING RELATING TO OR ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS; PROVIDED THAT THE LOAN PARTIES
SHALL NOT BE REQUIRED TO PAY OR REIMBURSE THE LEGAL FEES AND EXPENSES OF MORE
THAN ONE SPECIAL COUNSEL FOR THE AGENTS (IN ADDITION TO UP TO ONE LOCAL COUNSEL
IN EACH APPLICABLE LOCAL JURISDICTION) PURSUANT TO THE FOREGOING
CLAUSE (I) UNLESS, IN THE REASONABLE OPINION OF THE ADMINISTRATIVE AGENT,
REPRESENTATION OF ALL SUCH AGENTS WOULD BE INAPPROPRIATE DUE TO THE EXISTENCE OF
AN ACTUAL OR POTENTIAL CONFLICT OF INTEREST.
ALL AMOUNTS DUE UNDER THIS
SECTION 9.04(A) SHALL BE PAYABLE WITHIN THREE BUSINESS DAYS AFTER DEMAND
THEREFOR ACCOMPANIED BY AN APPROPRIATE INVOICE.
THE AGREEMENTS IN THIS
SECTION SHALL SURVIVE THE TERMINATION OF THE COMMITMENTS AND REPAYMENT OF ALL
OTHER OBLIGATIONS.
(B)
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE
CONSUMMATED, EACH LOAN PARTY SHALL INDEMNIFY AND HOLD HARMLESS EACH
AGENT-RELATED PERSON, EACH LENDER AND THEIR RESPECTIVE AFFILIATES, MEMBERS,
DIRECTORS, OFFICERS, EMPLOYEES, COUNSEL, AGENTS, ADVISORS, ATTORNEYS-IN-FACT AND
REPRESENTATIVES (COLLECTIVELY THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL
CLAIMS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT
LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL), JOINT OR SEVERAL, AND WHETHER
DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL, THAT MAY BE INCURRED BY, OR ASSERTED
OR AWARDED AGAINST ANY INDEMNITEE, IN EACH CASE ARISING OUT OF OR IN CONNECTION
WITH OR RELATING TO ANY INVESTIGATION, LITIGATION OR PROCEEDING OR THE
PREPARATION OF ANY DEFENSE WITH RESPECT THERETO 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 OR ADVANCE OR THE USE OR
PROPOSED USE OF THE PROCEEDS THEREFROM, (III) ANY ACTUAL
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OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY
CURRENTLY OR FORMERLY OWNED OR OPERATED BY THE BORROWER OR ANY OTHER LOAN PARTY,
OR ANY LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OTHER LOAN PARTY IN
RESPECT OF ENVIRONMENTAL LAWS, OR (IV) ANY ACTUAL OR PROSPECTIVE CLAIM,
LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING,
WHETHER BASED ON CONTRACT, TORT