ADMINISTRATIVE
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 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 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
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provided under each other Loan Document, are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by Law.
SECTION 10.04. ATTORNEY COSTS AND EXPENSES. THE BORROWER AGREES (A) IF THE
CLOSING DATE OCCURS, TO PAY OR REIMBURSE THE ADMINISTRATIVE AGENT, THE
COLLATERAL AGENT, THE SYNDICATION AGENT, THE CO-DOCUMENTATION AGENTS AND THE
ARRANGERS FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN
CONNECTION WITH THE PREPARATION, NEGOTIATION, SYNDICATION AND EXECUTION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND ANY AMENDMENT, WAIVER, CONSENT OR
OTHER MODIFICATION OF THE PROVISIONS HEREOF AND THEREOF (WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED THEREBY ARE CONSUMMATED), AND THE CONSUMMATION AND
ADMINISTRATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING
ALL ATTORNEY COSTS OF WHITE & CASE LLP AND LOCAL COUNSEL IN ANY OTHER RELEVANT
JURISDICTION (BUT EXCLUDING ALL OTHER ATTORNEY COSTS), AND (B) TO PAY OR
REIMBURSE THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, THE SYNDICATION AGENT,
THE CO-DOCUMENTATION AGENTS, THE ARRANGERS AND EACH LENDER FOR ALL OUT-OF-POCKET
COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT OF ANY RIGHTS OR
REMEDIES UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (INCLUDING ALL SUCH
COSTS AND EXPENSES INCURRED DURING ANY LEGAL PROCEEDING, INCLUDING ANY
PROCEEDING UNDER ANY DEBTOR RELIEF LAW, AND INCLUDING ALL ATTORNEY COSTS OF A
SINGLE LAW FIRM ACTING AS COUNSEL TO THE ADMINISTRATIVE AGENT IN EACH RELEVANT
JURISDICTION). THE FOREGOING COSTS AND EXPENSES SHALL INCLUDE ALL REASONABLE
SEARCH, FILING, RECORDING AND TITLE INSURANCE CHARGES AND FEES AND TAXES RELATED
THERETO, AND OTHER (REASONABLE, IN THE CASE OF SECTION 10.04(A)) OUT-OF-POCKET
EXPENSES INCURRED BY ANY AGENT. THE AGREEMENTS IN THIS SECTION 10.04 SHALL
SURVIVE THE TERMINATION OF THE AGGREGATE COMMITMENTS AND REPAYMENT OF ALL OTHER
OBLIGATIONS. ALL AMOUNTS DUE UNDER THIS SECTION 10.04 SHALL BE PAID WITHIN TEN
(10) BUSINESS DAYS OF RECEIPT BY THE BORROWER OF AN INVOICE RELATING THERETO
SETTING FORTH SUCH EXPENSES IN REASONABLE DETAIL. IF ANY LOAN PARTY FAILS TO PAY
WHEN DUE ANY COSTS, EXPENSES OR OTHER AMOUNTS PAYABLE BY IT HEREUNDER OR UNDER
ANY LOAN DOCUMENT, SUCH AMOUNT MAY BE PAID ON BEHALF OF SUCH LOAN PARTY BY THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION.
SECTION 10.05. Indemnification by the Borrower. Whether or not the transactions
contemplated hereby are consummated, the Borrower shall indemnify and hold
harmless each Agent-Related Person, each Lender and their respective Affiliates,
directors, officers,