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 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 herein provided, and provided under each other
Loan Document are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER LOAN
DOCUMENT, THE AUTHORITY TO ENFORCE RIGHTS AND REMEDIES HEREUNDER AND UNDER THE
OTHER LOAN DOCUMENTS AGAINST THE LOAN PARTIES OR ANY OF THEM SHALL BE VESTED
EXCLUSIVELY IN, AND ALL ACTIONS AND PROCEEDINGS AT LAW IN CONNECTION WITH SUCH
ENFORCEMENT SHALL BE INSTITUTED AND MAINTAINED EXCLUSIVELY BY, THE
ADMINISTRATIVE AGENT IN ACCORDANCE WITH SECTION 8.02 FOR THE BENEFIT OF ALL THE
LENDERS AND THE L/C ISSUER; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT
PROHIBIT (A) THE ADMINISTRATIVE AGENT FROM EXERCISING ON ITS OWN BEHALF THE
RIGHTS AND REMEDIES THAT INURE TO ITS BENEFIT (SOLELY IN ITS CAPACITY AS
ADMINISTRATIVE AGENT) HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, (B) THE L/C
ISSUER OR THE SWING LINE LENDER FROM EXERCISING THE RIGHTS AND REMEDIES THAT
INURE TO ITS BENEFIT (SOLELY IN ITS CAPACITY AS L/C ISSUER OR SWING LINE LENDER,
AS THE CASE MAY BE) HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, (C) ANY LENDER
FROM EXERCISING SETOFF RIGHTS IN ACCORDANCE WITH SECTION 10.08 (SUBJECT TO THE
TERMS OF SECTION 2.13), OR (D) ANY LENDER FROM FILING PROOFS OF CLAIM OR
APPEARING AND FILING PLEADINGS ON ITS OWN BEHALF DURING THE PENDENCY OF A
PROCEEDING RELATIVE TO ANY LOAN PARTY UNDER ANY DEBTOR RELIEF LAW; AND PROVIDED,
FURTHER, THAT IF AT ANY TIME THERE IS NO PERSON ACTING AS ADMINISTRATIVE AGENT
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, THEN (I) THE REQUIRED LENDERS
SHALL HAVE THE RIGHTS OTHERWISE ASCRIBED TO THE ADMINISTRATIVE AGENT PURSUANT TO
SECTION 8.02 AND (II) IN ADDITION TO THE MATTERS SET FORTH IN CLAUSES (B),
(C) AND (D) OF THE PRECEDING PROVISO AND SUBJECT TO SECTION 2.13, ANY LENDER
MAY, WITH THE CONSENT OF THE REQUIRED LENDERS, ENFORCE ANY RIGHTS AND REMEDIES
AVAILABLE TO IT AND AS AUTHORIZED BY THE REQUIRED LENDERS.
10.04.
EXPENSES; INDEMNITY; DAMAGE WAIVER.
(A)
COSTS AND EXPENSES.
THE BORROWER SHALL PAY (I) ALL REASONABLE OUT
OF POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT AND ITS AFFILIATES
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF COUNSEL FOR THE
ADMINISTRATIVE AGENT), 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