THE AGENT OR THE ISSUER IN EXERCISING ANY RIGHT, POWER, OR REMEDY HEREUNDER
SHALL OPERATE AS A WAIVER THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF
ANY SUCH RIGHT, POWER, OR REMEDY PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF
OR THE EXERCISE OF ANY OTHER RIGHT, POWER, OR REMEDY HEREUNDER. THE MAKING OF A
LOAN OR ISSUANCE, AMENDMENT OR EXTENSION OF A FACILITY LETTER OF CREDIT
70
NOTWITHSTANDING THE EXISTENCE OF A DEFAULT OR EVENT OF DEFAULT SHALL NOT
CONSTITUTE ANY WAIVER OR ACQUIESCENCE OF SUCH DEFAULT OR EVENT OF DEFAULT, AND
THE MAKING OF ANY LOAN OR ISSUANCE, AMENDMENT OR EXTENSION OF A FACILITY LETTER
OF CREDIT NOTWITHSTANDING ANY FAILURE OR INABILITY TO SATISFY THE CONDITIONS
PRECEDENT TO SUCH LOAN OR ISSUANCE, AMENDMENT OR EXTENSION OF A FACILITY LETTER
OF CREDIT SHALL NOT CONSTITUTE ANY WAIVER OR ACQUIESCENCE WITH RESPECT TO SUCH
CONDITIONS PRECEDENT WITH RESPECT TO ANY SUBSEQUENT LOANS OR SUBSEQUENT
ISSUANCE, AMENDMENT OR EXTENSION OF A FACILITY LETTER OF CREDIT.
THE RIGHTS AND
REMEDIES PROVIDED HEREIN ARE CUMULATIVE, AND ARE NOT EXCLUSIVE OF ANY OTHER
RIGHTS, POWERS, PRIVILEGES, OR REMEDIES, NOW OR HEREAFTER EXISTING, AT LAW, IN
EQUITY OR OTHERWISE.
SECTION 11.04
COSTS, EXPENSES, AND TAXES.
THE BORROWER AGREES TO REIMBURSE
THE AGENT FOR ANY REASONABLE COSTS, INTERNAL CHARGES AND OUT-OF-POCKET EXPENSES
(INCLUDING REASONABLE FEES AND TIME CHARGES OF ATTORNEYS FOR THE AGENT, WHICH
ATTORNEYS MAY BE EMPLOYEES OF THE AGENT) PAID OR INCURRED BY THE AGENT IN
CONNECTION WITH THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY, REVIEW,
AMENDMENT, MODIFICATION AND ADMINISTRATION OF THE LOAN DOCUMENTS AND THE
COLLECTION OF THE LOANS AND ENFORCEMENT OF THE LOAN DOCUMENTS.
IN ADDITION, THE
BORROWER SHALL PAY ANY AND ALL STAMP AND OTHER TAXES AND FEES PAYABLE OR
DETERMINED TO BE PAYABLE IN CONNECTION WITH THE EXECUTION, DELIVERY, FILING, AND
RECORDING OF ANY OF THE LOAN DOCUMENTS AND THE OTHER DOCUMENTS TO BE DELIVERED
UNDER ANY SUCH LOAN DOCUMENTS, AND AGREES TO HOLD THE AGENT AND EACH OF THE
LENDERS HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES WITH RESPECT TO OR
RESULTING FROM ANY DELAY IN PAYING OR FAILING TO PAY SUCH TAXES AND FEES.
THIS
PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
SECTION 11.05
INTEGRATION.
THIS AGREEMENT (INCLUDING THE BORROWER'S
OBLIGATION TO PAY THE FEES AS PROVIDED IN SECTION 2.09(C) AND THE FEE LETTER
REFERRED TO THEREIN) AND THE LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENT BETWEEN
THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL ORAL
STATEMENTS AND PRIOR WRITINGS WITH RESPECT THERETO.
SECTION 11.06
INDEMNITY.
THE BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY,
AND HOLD EACH LENDER HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS,
PENALTIES, COSTS, AND EXPENSES (INCLUDING ATTORNEY FEES AND COURT COSTS NOW OR
HEREAFTER ARISING FROM THE AFORESAID ENFORCEMENT OF THIS CLAUSE) ARISING
DIRECTLY OR INDIRECTLY FROM THE ACTIVITIES OF THE BORROWER AND ITS SUBSIDIARIES,
ITS PREDECESSORS IN INTEREST, OR THIRD PARTIES WITH WHOM IT HAS A CONTRACTUAL
RELATIONSHIP, OR ARISING DIRECTLY OR INDIRECTLY FROM THE VIOLATION OF ANY
ENVIRONMENTAL PROTECTION, HEALTH,