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 CREDIT PARTY
TO EXERCISE, AND NO DELAY BY ANY SUCH PERSON IN EXERCISING, ANY RIGHT, REMEDY,
POWER OR PRIVILEGE HEREUNDER OR UNDER 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 OR UNDER ANY OTHER LOAN DOCUMENT PRECLUDE ANY OTHER
OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, REMEDY, POWER OR
PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED HEREIN AND IN
THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS,
REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
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 ANY CREDIT PARTY MAY HAVE HAD
NOTICE OR KNOWLEDGE OF SUCH DEFAULT AT THE TIME.
SECTION 10.04.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
THE LOAN PARTIES SHALL, JOINTLY AND SEVERALLY, PAY ALL CREDIT PARTY
EXPENSES.
(B)
THE LOAN PARTIES SHALL, JOINTLY AND SEVERALLY, INDEMNIFY THE ADMINISTRATIVE
AGENT AND EACH LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS
(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 ANY LOAN DOCUMENT OR
ANY OTHER AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE PERFORMANCE BY THE
PARTIES TO THE LOAN DOCUMENTS OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR ANY OTHER
TRANSACTIONS CONTEMPLATED HEREBY, (II) ANY LOAN OR THE USE OF THE PROCEEDS
THEREFROM, (III) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON OR FROM ANY PROPERTY CURRENTLY OR FORMERLY OWNED OR OPERATED BY ANY
LOAN PARTY OR ANY OF THEIR SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED
IN ANY WAY TO ANY LOAN PARTY OR ANY OF THEIR SUBSIDIARIES, OR (IV) 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
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BREACH OF CONTRACTUAL OBLIGATIONS OF SUCH INDEMNITEE OR WITH RESPECT TO A CLAIM
BY ONE INDEMNITEE AGAINST ANOTHER INDEMNITEE.
(C)
WITHOUT LIMITING THEIR OBLIGATIONS UNDER SECTION 9.14 HEREOF, TO THE EXTENT
THAT ANY LOAN PARTY FOR ANY REASON FAILS TO INDEFEASIBLY PAY ANY AMOUNT REQUIRED
UNDER CLAUSE (A)