VIRUSES OR OTHER CODE DEFECTS IS MADE BY
ANY AGENT-RELATED PERSON IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. IN NO EVENT SHALL AGENT-RELATED PERSONS HAVE ANY LIABILITY TO THE
BORROWER, ANY LENDER, THE L/C ISSUER OR ANY OTHER PERSON FOR LOSSES, CLAIMS,
DAMAGES, LIABILITIES OR EXPENSES OF ANY KIND (WHETHER IN TORT, CONTRACT OR
OTHERWISE) ARISING OUT OF THE BORROWER'S OR THE ADMINISTRATIVE AGENT'S
TRANSMISSION OF BORROWER MATERIALS THROUGH THE INTERNET, EXCEPT TO THE EXTENT
THAT SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR EXPENSES ARE DETERMINED BY A
COURT OF COMPETENT JURISDICTION BY A FINAL AND NONAPPEALABLE JUDGMENT TO HAVE
RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT-RELATED
PERSON; PROVIDED, HOWEVER, THAT IN NO EVENT SHALL ANY AGENT-RELATED PERSON HAVE
ANY LIABILITY TO THE BORROWER, ANY LENDER, THE L/C ISSUER OR ANY OTHER PERSON
FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED
TO DIRECT OR ACTUAL DAMAGES).
10.03
NO WAIVER; CUMULATIVE REMEDIES. NO FAILURE BY ANY LENDER OR THE
ADMINISTRATIVE AGENT TO EXERCISE, AND NO DELAY BY ANY SUCH PERSON IN EXERCISING,
ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR
PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE
EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR PRIVILEGE. THE RIGHTS,
90
REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
10.04
ATTORNEY COSTS, EXPENSES AND TAXES. THE BORROWER AGREES (A) TO PAY OR
REIMBURSE THE ADMINISTRATIVE AGENT AND ARRANGER FOR ALL REASONABLE COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT, PREPARATION, NEGOTIATION
AND EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY AMENDMENT,
WAIVER, CONSENT OR OTHER MODIFICATION OF THE PROVISIONS HEREOF AND THEREOF
(WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY ARE
CONSUMMATED), AND THE CONSUMMATION AND ADMINISTRATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, INCLUDING ALL REASONABLE ATTORNEY COSTS, AND
(B) TO PAY OR REIMBURSE THE ADMINISTRATIVE AGENT AND EACH LENDER FOR ALL COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT, ATTEMPTED ENFORCEMENT,
OR PRESERVATION OF ANY 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 OBLIGATIONS AND DURING ANY LEGAL PROCEEDING,
INCLUDING ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW), INCLUDING ALL ATTORNEY
COSTS. 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 THE ADMINISTRATIVE AGENT
AND THE COST OF INDEPENDENT PUBLIC ACCOUNTANTS AND OTHER OUTSIDE EXPERTS
RETAINED BY THE ADMINISTRATIVE AGENT OR ANY LENDER. ALL AMOUNTS DUE UNDER THIS
SECTION 10.04 SHALL BE PAYABLE WITHIN TEN BUSINESS DAYS AFTER DEMAND THEREFOR.
THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE TERMINATION OF THE AGGREGATE
COMMITMENTS AND REPAYMENT OF ALL OTHER OBLIGATIONS.
10.05
INDEMNIFICATION BY THE BORROWER. WHETHER