NOTICE TO THE OTHER PARTIES HERETO.
EACH OTHER LENDER MAY CHANGE
ITS ADDRESS, TELECOPIER OR TELEPHONE NUMBER FOR NOTICESAND OTHER COMMUNICATIONS
HEREUNDER BY NOTICE TO THE LEAD BORROWER, THE AGENTS, THE L/C ISSUER AND THE
SWING LINE LENDER.
IN ADDITION, EACH LENDER AGREES TO NOTIFY THE ADMINISTRATIVE
AGENT FROM TIME TO TIME TO ENSURE THAT THE ADMINISTRATIVE AGENT HAS ON RECORD
(I) AN EFFECTIVE ADDRESS, CONTACT NAME, TELEPHONE NUMBER, TELECOPIER NUMBER AND
ELECTRONIC MAIL ADDRESS TO WHICH NOTICES AND OTHER COMMUNICATIONS MAY BE SENT
AND (II) ACCURATE WIRE INSTRUCTIONS FOR SUCH LENDER.
(D)
RELIANCE BY AGENTS, L/C ISSUER AND LENDERS.
THE AGENTS, THE L/C ISSUER AND THE LENDERS SHALL BE ENTITLED TO RELY AND ACT
UPON ANY NOTICES (INCLUDING TELEPHONIC COMMITTED LOAN NOTICES AND SWING LINE
LOAN NOTICES) PURPORTEDLY GIVEN BY OR ON BEHALF OF THE LOAN PARTIES EVEN IF
(I) SUCH NOTICES WERE NOT MADE IN A MANNER SPECIFIED HEREIN, WERE INCOMPLETE OR
WERE NOT PRECEDED OR FOLLOWED BY ANY OTHER FORM OF NOTICE SPECIFIED HEREIN, OR
(II) THE TERMS THEREOF, AS UNDERSTOOD BY THE RECIPIENT, VARIED FROM ANY
CONFIRMATION THEREOF.
THE LOAN PARTIES SHALL INDEMNIFY THE AGENTS, THE L/C
ISSUER, EACH LENDER AND THE RELATED PARTIES OF EACH OF THEM FROM ALL LOSSES,
COSTS, EXPENSES AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON
EACH NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF THE LOAN PARTIES.
ALL
TELEPHONIC NOTICES TO AND OTHER TELEPHONIC COMMUNICATIONS WITH THE AGENTS MAY BE
RECORDED BY THE AGENTS, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SUCH
RECORDING.
10.03
No Waiver; Cumulative Remedies.
No failure by any
Credit Party 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 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 provided herein and in
the other Loan Documents are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.
Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
any Credit Party may have had notice or knowledge of such Default at the time.
10.04
Expenses; Indemnity; Damage Waiver.
(A)
COSTS AND EXPENSES.
THE BORROWERS SHALL PAY
ALL CREDIT PARTY EXPENSES.
(B)
INDEMNIFICATION BY THE LOAN PARTIES.
THE LOAN
PARTIES SHALL INDEMNIFY THE AGENTS (AND ANY SUB-AGENT THEREOF), EACH OTHER
CREDIT PARTY, 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
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY
INDEMNITEE), INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY