BY THE ADMINISTRATIVE AGENT OF ANY EVENT OF DEFAULT
OR OF ANY DEFAULT UNDER ANY OTHER AGREEMENT SHALL OPERATE AS A WAIVER OF ANY
OTHER EVENT OF DEFAULT OR OTHER DEFAULT HEREUNDER OR UNDER ANY OTHER AGREEMENT.
NO SINGLE OR PARTIAL EXERCISE OF ANY OF THE ADMINISTRATIVE AGENT'S RIGHTS OR
REMEDIES, AND NO EXPRESS OR IMPLIED AGREEMENT OR TRANSACTION OF WHATEVER NATURE
ENTERED INTO BETWEEN THE ADMINISTRATIVE AGENT AND ANY PERSON, AT ANY TIME, SHALL
PRECLUDE THE OTHER OR FURTHER EXERCISE OF THE ADMINISTRATIVE AGENT'S RIGHTS AND
REMEDIES.
NO WAIVER BY THE ADMINISTRATIVE AGENT OF ANY OF THE ADMINISTRATIVE
AGENT'S RIGHTS AND REMEDIES ON ANY ONE OCCASION SHALL BE DEEMED A WAIVER ON ANY
SUBSEQUENT OCCASION, NOR SHALL IT BE DEEMED A CONTINUING WAIVER.
THE
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES MAY BE EXERCISED AT SUCH TIME OR
TIMES AND IN SUCH ORDER OF PREFERENCE AS THE ADMINISTRATIVE AGENT MAY
DETERMINE.
THE
6
ADMINISTRATIVE AGENT'S RIGHTS AND REMEDIES MAY BE EXERCISED WITHOUT RESORT OR
REGARD TO ANY OTHER SOURCE OF SATISFACTION OF THE OBLIGATIONS.
NO WAIVER OF ANY
PROVISIONS OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR CONSENT TO ANY
DEPARTURE BY ANY GUARANTOR 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.
NO NOTICE TO OR DEMAND ON ANY GUARANTOR IN ANY CASE SHALL ENTITLE SUCH
GUARANTOR OR ANY OTHER GUARANTOR 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