Agent to exercise, and no delay in exercising, any right under
any Credit Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.
The remedies provided in the Credit
Documents are cumulative and not exclusive of any remedies provided by law.
SECTION 10.04.
COSTS, EXPENSES AND TAXES.
(A)
THE BORROWER AGREES TO PAY ON DEMAND (I) ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH
THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION AND AMENDMENT
OF ANY CREDIT DOCUMENT, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
OUT-OF-POCKET EXPENSES OF CHADBOURNE & PARKE LLP, SPECIAL COUNSEL TO THE
ADMINISTRATIVE AGENT, AND HUGHES & LUCE, L.L.P., SPECIAL TEXAS COUNSEL TO THE
ADMINISTRATIVE AGENT, WITH RESPECT TO ADVISING THE ADMINISTRATIVE AGENT AND
(II) ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES, IF ANY (INCLUDING, WITHOUT
LIMITATION, REASONABLE COUNSEL FEES AND EXPENSES), OF THE ADMINISTRATIVE AGENT
AND EACH BANK IN CONNECTION WITH THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS,
LEGAL PROCEEDINGS OR OTHERWISE) AGAINST THE BORROWER OR THE GUARANTOR OF ANY
CREDIT DOCUMENT.
41
(b)
EACH OF THE BORROWER AND THE GUARANTOR, JOINTLY AND SEVERALLY,
AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD HARMLESS
THE ADMINISTRATIVE AGENT AND EACH BANK AND EACH OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES,
LOSSES, LIABILITIES AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES
AND DISBURSEMENTS OF COUNSEL), FOR WHICH ANY OF THEM MAY BECOME LIABLE OR WHICH
MAY BE INCURRED BY OR ASSERTED AGAINST THE ADMINISTRATIVE AGENT OR SUCH BANK OR
ANY SUCH DIRECTOR, OFFICER, EMPLOYEE OR AGENT (OTHER THAN BY ANOTHER BANK OR ANY
SUCCESSOR OR ASSIGN OF ANOTHER BANK OR BY THE BORROWER OR GUARANTOR), IN EACH
CASE IN CONNECTION WITH OR ARISING OUT OF OR BY REASON OF ANY INVESTIGATION,
LITIGATION, OR PROCEEDING, WHETHER OR NOT THE ADMINISTRATIVE AGENT OR SUCH BANK
OR ANY SUCH DIRECTOR, OFFICER OR EMPLOYEE IS A PARTY THERETO, ARISING OUT OF,
RELATED TO OR IN CONNECTION WITH ANY CREDIT DOCUMENT OR ANY TRANSACTION IN WHICH
ANY PROCEEDS OF ALL OR ANY PART OF THE LOANS ARE APPLIED, OTHER THAN ANY SUCH
CLAIM, DAMAGE, LIABILITY OR EXPENSE TO THE EXTENT ATTRIBUTABLE TO THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF, OR VIOLATION OF ANY LAW OR REGULATION BY,
ANY SUCH INDEMNIFIED PARTY.
NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY
INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES.
Section 10.05.
Right of Set-off.
Upon (i) the occurrence and during the
continuance of a Default pursuant to Section 8.01(a) or (ii) the making of the
request or the granting of the consent specified by Section 8.01 to authorize
the Administrative Agent to declare the principal amount of the Loans and the
Notes due and payable pursuant to the provisions of Section 8.01, each Bank is
hereby authorized at any time and from time to time, to the fullest extent
permitted