THE PARTIES THERETO, AND MAY NOT
BE USED FOR ANY OTHER PURPOSE.
(D)
RELIANCE BY ADMINISTRATIVE AGENT AND LENDERS.
THE ADMINISTRATIVE
AGENT AND THE LENDERS SHALL BE ENTITLED TO RELY AND ACT UPON ANY NOTICES
PURPORTEDLY GIVEN BY OR ON BEHALF OF THE BORROWERS OR ANY OTHER LOAN PARTY EVEN
IF (I) SUCH NOTICES WERE NOT MADE IN A MANNER SPECIFIED HEREIN, WERE INCOMPLETE
OR WERE NOT PRECEDED OR FOLLOWED BY ANY OTHER FORM OF NOTICE SPECIFIED HEREIN OR
(II) THE TERMS THEREOF, AS UNDERSTOOD BY THE RECIPIENT, VARIED FROM ANY
CONFIRMATION THEREOF.
THE BORROWERS SHALL, JOINTLY AND SEVERALLY,
INDEMNIFY
EACH AGENT-RELATED PERSON AND EACH LENDER FROM ALL LOSSES, COSTS, EXPENSES AND
LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON EACH NOTICE
PURPORTEDLY GIVEN BY OR ON BEHALF OF A BORROWER.
ALL TELEPHONIC NOTICES TO AND
OTHER COMMUNICATIONS WITH THE ADMINISTRATIVE
100
AGENT MAY BE RECORDED BY THE ADMINISTRATIVE AGENT, AND EACH OF THE PARTIES
HERETO HEREBY CONSENTS TO SUCH RECORDING.
SECTION 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, REMEDIES,
POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY
RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
SECTION 10.04
ATTORNEY COSTS, EXPENSES AND TAXES.
THE BORROWERS, JOINTLY AND
SEVERALLY, AGREE (I) TO PAY OR REIMBURSE THE JOINT LEAD ARRANGERS AND THE
ADMINISTRATIVE AGENT FOR ALL REASONABLE COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE DEVELOPMENT, PREPARATION, NEGOTIATION AND EXECUTION OF THIS
AGREEMENT AND THE OTHER TERM 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 ATTORNEY COSTS, AND (II) 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 TERM LOAN DOCUMENTS
(INCLUDING ALL SUCH COSTS AND EXPENSES INCURRED DURING ANY "WORKOUT" OR
RESTRUCTURING IN RESPECT OF THE TERM LOAN 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 REASONABLE 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