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 A WRITTEN AGREEMENT ENTERED INTO BETWEEN THE
ADMINISTRATIVE AGENT AND THE GUARANTOR OR GUARANTORS WITH RESPECT TO WHOM SUCH
WAIVER, AMENDMENT OR MODIFICATION IS TO APPLY, SUBJECT TO ANY CONSENT REQUIRED
IN ACCORDANCE WITH SECTION 10.01 OF THE CREDIT AGREEMENT.
SECTION 5.03.
ADMINISTRATIVE AGENT'S FEES AND EXPENSES; INDEMNIFICATION.
(A)
WITHOUT LIMITING ANY OF THEIR OBLIGATIONS UNDER THE CREDIT AGREEMENT OR THE
OTHER LOAN DOCUMENTS, THE GUARANTORS SHALL, JOINTLY AND SEVERALLY, PAY ALL
CREDIT PARTY EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT.
(B) WITHOUT LIMITING ANY OF THEIR INDEMNIFICATION OBLIGATIONS UNDER THE CREDIT
AGREEMENT OR THE OTHER LOAN DOCUMENTS, THE GUARANTORS SHALL, JOINTLY AND
SEVERALLY, AGREE TO INDEMNIFY EACH CREDIT PARTY AND THEIR RESPECTIVE AFFILIATES
(EACH SUCH PERSON BEING CALLED AN "INDEMNITEE"), AGAINST, AND HOLD EACH
INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND
RELATED EXPENSES (OTHER THAN WITH RESPECT TO TAXES), INCLUDING THE REASONABLE
AND DOCUMENTED FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR ANY INDEMNITEE,
INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE ARISING OUT OF, IN CONNECTION
WITH, OR AS A RESULT OF (I) THE EXECUTION OR DELIVERY OF THIS AGREEMENT, THE
PERFORMANCE BY ANY GUARANTOR OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR (II) ANY ACTUAL OR
PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION OR PROCEEDING RELATING TO ANY OF
THE FOREGOING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY AND
REGARDLESS OF WHETHER ANY INDEMNITEE IS A PARTY THERETO; PROVIDED, HOWEVER, THAT
SUCH INDEMNITY SHALL NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT
SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES OR RELATED EXPENSES RESULTED FROM THE
GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BAD FAITH, OR BREACH OF THE CONTRACTUAL
OBLIGATIONS OF SUCH INDEMNITEE OR WITH RESPECT TO A CLAIM BY ONE INDEMNITEE
AGAINST ANOTHER INDEMNITEE.
(C) ANY SUCH AMOUNTS PAYABLE AS PROVIDED HEREUNDER SHALL BE ADDITIONAL
GUARANTEED OBLIGATIONS.
ALL AMOUNTS DUE UNDER THIS SECTION 5.03.
SHALL BE
PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 5.04.
BINDING EFFECT; SEVERAL AGREEMENT; ASSIGNMENTS.
WHENEVER IN THIS
AGREEMENT ANY OF THE PARTIES HERETO IS REFERRED TO, SUCH REFERENCE SHALL BE
DEEMED TO INCLUDE THE SUCCESSORS AND ASSIGNS OF SUCH PARTY (SUBJECT TO THE
PROVISIONS OF THE CREDIT AGREEMENT), AND ALL COVENANTS, PROMISES AND AGREEMENTS
BY OR ON BEHALF OF THE GUARANTORS THAT ARE CONTAINED IN THIS AGREEMENT SHALL
BIND AND INURE TO THE BENEFIT EACH GUARANTOR AND OF ITS RESPECTIVE SUCCESSORS
AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING UPON EACH GUARANTOR AND THE
ADMINISTRATIVE AGENT AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL
INURE TO THE BENEFIT OF EACH GUARANTOR, THE ADMINISTRATIVE AGENT AND THE OTHER
CREDIT PARTIES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT NO
GUARANTOR SHALL HAVE THE RIGHT TO ASSIGN OR TRANSFER ITS RIGHTS OR OBLIGATIONS
HEREUNDER (AND ANY SUCH ATTEMPTED ASSIGNMENT OR TRANSFER SHALL BE VOID) EXCEPT
AS EXPRESSLY PERMITTED