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 OR WAIVER OF ANY CREDIT DOCUMENT, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF CRAVATH, SWAINE &
MOORE LLP, SPECIAL COUNSEL TO THE ADMINISTRATIVE AGENT, AND LOCKE LORD BISSELL &
LIDDELL LLP, 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.
(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 AFFILIATES,
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTROLLING PERSONS (EACH, AN
"INDEMNIFIED PERSON") 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 ANY SUCH INDEMNIFIED PERSON, IN EACH CASE
IN CONNECTION WITH OR ARISING OUT OF OR BY REASON OF ANY INVESTIGATION,
LITIGATION, OR PROCEEDING, WHETHER OR NOT SUCH INDEMNIFIED PERSON 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 ADVANCES ARE
APPLIED, OTHER THAN ANY SUCH CLAIM, DAMAGE, LIABILITY OR EXPENSE TO THE EXTENT
ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF, OR BREACH OF ANY
LAW, REGULATION OR CREDIT DOCUMENT BY, ANY SUCH INDEMNIFIED
54
PERSON.
NO PARTY SHALL BE LIABLE TO ANY OTHER PARTY FOR ANY INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES.
SECTION 10.05.RIGHT OF SET-OFF.
UPON (A) THE OCCURRENCE AND DURING THE
CONTINUANCE OF A DEFAULT PURSUANT TO SECTION 8.01(A) OR (B) THE MAKING OF THE
REQUEST OR THE GRANTING OF THE CONSENT SPECIFIED BY SECTION 8.01 TO AUTHORIZE
THE ADMINISTRATIVE AGENT TO DECLARE THE ADVANCES 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 BY LAW, TO SET OFF AND APPLY ANY
AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL) AT
ANY TIME HELD AND OTHER INDEBTEDNESS AT ANY TIME OWING BY SUCH BANK OR ANY
AFFILIATE OF SUCH BANK TO OR FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER OR
THE GUARANTOR (BUT NOT ANY OTHER PERSON) AGAINST ANY AND ALL OF THE OBLIGATIONS
OF THE BORROWER OR THE GUARANTOR NOW OR HEREAFTER EXISTING UNDER THE CREDIT
DOCUMENTS,