TELEPHONIC COMMUNICATIONS WITH THE EACH AGENT MAY BE
RECORDED BY SUCH AGENT, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SUCH
RECORDING.
10.03
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE BY ANY
LENDER, THE L/C ISSUER OR ANY 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.
10.04
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
COSTS AND EXPENSES.
THE BORROWER SHALL PAY
(I) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY EACH AGENT AND ITS
AFFILIATES (INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ONE
COUNSEL FOR THE AGENTS), IN CONNECTION WITH THE SYNDICATION OF THE CREDIT
FACILITIES PROVIDED FOR HEREIN, THE PREPARATION, NEGOTIATION, EXECUTION,
DELIVERY AND ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR
ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF THE PROVISIONS HEREOF OR THEREOF
(WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE
CONSUMMATED), (II) ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE L/C
ISSUER IN CONNECTION WITH THE ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY
LETTER OF CREDIT OR ANY DEMAND FOR
88
PAYMENT THEREUNDER, PROVIDED THAT, NOTWITHSTANDING THE FOREGOING, THE BORROWER
WILL NOT BE REQUIRED TO REIMBURSE THE ADMINISTRATIVE AGENT FOR LEGAL FEES
INCURRED ON BEHALF OF AN ELIGIBLE ASSIGNEE IN CONNECTION WITH ANY ASSIGNMENT AS
SET FORTH IN SECTION 12.06(B)(V), AND (III) ALL OUT-OF-POCKET EXPENSES INCURRED
BY EACH AGENT, ANY LENDER OR THE L/C ISSUER (INCLUDING THE FEES, CHARGES AND
DISBURSEMENTS OF ANY COUNSEL FOR EACH AGENT, ANY LENDER OR THE L/C ISSUER), IN
CONNECTION WITH THE ENFORCEMENT OF ITS RIGHTS AFTER THE OCCURRENCE OF AN EVENT
OF DEFAULT (OR, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, PROTECTION OF ITS
RIGHTS) (A) IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
INCLUDING ITS RIGHTS UNDER THIS SECTION, OR (B) IN CONNECTION WITH THE LOANS
MADE OR LETTERS OF CREDIT ISSUED HEREUNDER, INCLUDING ALL SUCH OUT-OF-POCKET
EXPENSES INCURRED DURING ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT
OF SUCH LOANS OR LETTERS OF CREDIT.
(B)
INDEMNIFICATION BY THE BORROWER.
THE
BORROWER SHALL INDEMNIFY EACH AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER AND
THE L/C ISSUER, 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, AND SHALL INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE FROM ALL FEES
AND TIME CHARGES AND DISBURSEMENTS FOR ATTORNEYS WHO MAY BE EMPLOYEES OF ANY
INDEMNITEE, INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY
THIRD PARTY OR BY THE BORROWER OR ANY OTHER LOAN PARTY ARISING OUT OF ANY ACTUAL
OR PROSPECTIVE