remedies of the Administrative Agent and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.
No waiver of any provision
of this Agreement or consent to any departure by any Loan Party therefrom shall
in any event be effective unless the same shall be permitted by
paragraph (b) below, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given.
Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent or any
Lender may have had notice or knowledge of such Default at the time.
No notice
or demand on any Loan Party in any case shall entitle any Loan Party to any
other or further notice or demand in similar or other circumstances.
(B)
NEITHER THIS AGREEMENT NOR ANY PROVISION HEREOF MAY BE WAIVED, AMENDED OR
MODIFIED EXCEPT PURSUANT TO AN AGREEMENT OR AGREEMENTS IN WRITING ENTERED INTO
BY THE ADMINISTRATIVE AGENT AND THE LOAN PARTY OR LOAN PARTIES WITH RESPECT TO
WHICH SUCH WAIVER, AMENDMENT OR MODIFICATION IS TO APPLY, SUBJECT TO ANY CONSENT
REQUIRED IN ACCORDANCE WITH SECTION 9.08 OF THE CREDIT AGREEMENT.
SECTION 7.03. Administrative Agent's Fees and Expenses; Indemnification.
(a)
The parties hereto agree that the Administrative Agent shall be entitled to
reimbursement of its reasonable out-of-pocket expenses incurred hereunder as
provided in Section 9.05 of the Credit Agreement.
(B)
WITHOUT LIMITATION OF ITS INDEMNIFICATION OBLIGATIONS UNDER THE OTHER LOAN
DOCUMENTS, EACH GRANTOR AND EACH GUARANTOR JOINTLY AND SEVERALLY AGREES TO
INDEMNIFY THE ADMINISTRATIVE AGENT AGAINST, AND HOLD THE ADMINISTRATIVE AGENT
HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED
EXPENSES, INCLUDING REASONABLE COUNSEL FEES, DISBURSEMENTS AND OTHER CHARGES,
INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT ARISING OUT OF, IN
CONNECTION WITH, OR AS A RESULT OF, THE EXECUTION, DELIVERY OR PERFORMANCE OF
THIS AGREEMENT OR ANY CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO
ANY OF THE FOREGOING, OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, OR TO
THE COLLATERAL, WHETHER OR NOT ANY INDEMNITEE IS A PARTY THERETO; PROVIDED THAT
SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT
SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES HAVE RESULTED FROM
THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE ADMINISTRATIVE AGENT.
(C)
ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL
OBLIGATIONS SECURED HEREBY AND BY THE OTHER SECURITY DOCUMENTS.
THE PROVISIONS
OF THIS SECTION 7.03 SHALL REMAIN OPERATIVE AND IN FULL FORCE AND EFFECT
REGARDLESS OF THE TERMINATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, THE REPAYMENT OF ANY OF
THE OBLIGATIONS, THE INVALIDITY
35
OR UNENFORCEABILITY OF ANY TERM OR PROVISION OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR ANY INVESTIGATION MADE BY OR ON BEHALF OF THE ADMINISTRATIVE AGENT
OR