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 or Event of Default, regardless of whether any Credit Party may have
had notice or knowledge of such Default or Event of 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 (ON AN AFTER TAX BASIS)
FROM, ANY AND ALL LOSSES, CLAIMS, CAUSES OF ACTION, DAMAGES, LIABILITIES,
SETTLEMENT PAYMENTS, COSTS, AND RELATED EXPENSES (INCLUDING THE FEES, CHARGES
AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE), INCURRED BY ANY INDEMNITEE
OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY ANY BORROWER OR ANY
OTHER LOAN PARTY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF (I) THE
EXECUTION OR DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY
AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY, THE PERFORMANCE BY THE
PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER OR THEREUNDER OR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE
OF THE AGENTS (AND ANY SUB-AGENTS THEREOF) AND THEIR RELATED PARTIES ONLY, THE
ADMINISTRATION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, (II) ANY LOAN OR
LETTER OF CREDIT OR THE USE OR PROPOSED USE OF THE PROCEEDS THEREFROM (INCLUDING
ANY REFUSAL BY THE L/C ISSUER TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF
CREDIT IF THE DOCUMENTS PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY
COMPLY WITH THE TERMS OF SUCH LETTER OF CREDIT), (III) ANY ACTUAL OR ALLEGED
PRESENCE OR RELEASE OF HAZARDOUS MATERIALS ON OR FROM ANY PROPERTY OWNED OR
OPERATED BY ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES, OR ANY ENVIRONMENTAL
LIABILITY RELATED IN ANY WAY TO ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES,
(IV) ANY CLAIMS OF, OR AMOUNTS PAID BY ANY CREDIT PARTY TO, A BLOCKED ACCOUNT
BANK OR OTHER PERSON WHICH HAS ENTERED INTO A CONTROL AGREEMENT WITH ANY CREDIT
PARTY HEREUNDER, OR (V) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION,
INVESTIGATION OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED