OF EACH OF THEM FROM ALL LOSSES, COSTS,
EXPENSES AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON EACH
NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF THE BORROWER.
ALL TELEPHONIC
NOTICES TO AND OTHER TELEPHONIC COMMUNICATIONS WITH THE ADMINISTRATIVE AGENT MAY
BE RECORDED BY THE ADMINISTRATIVE AGENT, AND EACH OF THE PARTIES HERETO HEREBY
CONSENTS TO SUCH RECORDING.
10.03
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE BY ANY LENDER, THE L/C
ISSUER OR THE ADMINISTRATIVE AGENT TO EXERCISE, AND NO DELAY BY ANY SUCH PERSON
IN EXERCISING, ANY RIGHT, REMEDY, POWER OR PRIVILEGE HEREUNDER OR ANY OTHER LOAN
DOCUMENT 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, REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED, AND
PROVIDED UNDER EACH OTHER LOAN DOCUMENT, ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
107
10.04
EXPENSES; INDEMNITY; DAMAGE WAIVER; NO LIABILITY OF THE L/C ISSUER.
(A)
COSTS AND EXPENSES.
THE BORROWER AGREES TO PAY ON DEMAND (I) ALL COSTS AND
EXPENSES OF EACH AGENT AND ITS AFFILIATES IN CONNECTION WITH THE PREPARATION,
EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION AND AMENDMENT OF, OR ANY
CONSENT OR WAIVER UNDER, THE LOAN DOCUMENTS (WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED) (INCLUDING, WITHOUT
LIMITATION, (A) ALL DUE DILIGENCE, COLLATERAL REVIEW, ARRANGEMENT, SYNDICATION,
TRANSPORTATION, COMPUTER, DUPLICATION, APPRAISAL, AUDIT, INSURANCE, CONSULTANT,
SEARCH, FILING AND RECORDING FEES AND EXPENSES AND (B) THE REASONABLE FEES AND
EXPENSES OF OUTSIDE COUNSEL FOR EACH AGENT WITH RESPECT THERETO, WITH RESPECT TO
ADVISING SUCH AGENT AS TO ITS RIGHTS AND RESPONSIBILITIES AND ONGOING
ADMINISTRATION OF THE LOAN DOCUMENTS, OR THE PERFECTION, PROTECTION,
INTERPRETATION OR PRESERVATION OF RIGHTS OR INTERESTS, UNDER THE LOAN DOCUMENTS,
WITH RESPECT TO NEGOTIATIONS WITH ANY LOAN PARTY OR WITH OTHER CREDITORS OF ANY
LOAN PARTY OR ANY OF ITS SUBSIDIARIES AND WITH RESPECT TO PRESENTING CLAIMS IN
OR OTHERWISE PARTICIPATING IN OR MONITORING ANY BANKRUPTCY, INSOLVENCY OR OTHER
SIMILAR PROCEEDING INVOLVING CREDITORS' RIGHTS GENERALLY AND ANY PROCEEDING
ANCILLARY THERETO), (II) ALL COSTS AND EXPENSES INCURRED BY EACH L/C ISSUER IN
CONNECTION WITH THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF
CREDIT OR ANY DEMAND FOR PAYMENT THEREUNDER AND (III) ALL COSTS AND EXPENSES OF
EACH AGENT, EACH L/C ISSUER AND EACH LENDER IN CONNECTION WITH THE ENFORCEMENT
OR PROTECTION OF ITS RIGHTS IN CONNECTION WITH THE LOAN DOCUMENTS, WHETHER IN
ANY ACTION, SUIT OR LITIGATION, OR ANY BANKRUPTCY, INSOLVENCY OR OTHER SIMILAR
PROCEEDING AFFECTING CREDITORS' RIGHTS GENERALLY AND ALL COSTS AND EXPENSES OF
EACH AGENT AND ITS AFFILIATES WITH RESPECT TO ANY NEGOTIATIONS ARISING OUT OF
ANY DEFAULT (INCLUDING, WITHOUT LIMITATION, THE FEES EXPENSES OF OUTSIDE COUNSEL
FOR EACH AGENT, THE L/C ISSUER AND EACH LENDER WITH RESPECT THERETO); PROVIDED
THAT THE BORROWER SHALL NOT BE REQUIRED TO REIMBURSE THE LEGAL FEES AND EXPENSES
OF