OR FURTHER NOTICE
OR DEMAND IN SIMILAR OR OTHER CIRCUMSTANCES.
13.10
NOTICES.
(A)
UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, ANY NOTICE OR OTHER
COMMUNICATION HEREIN REQUIRED OR PERMITTED TO BE GIVEN SHALL BE IN WRITING AND
MAY BE PERSONALLY SERVED, FAXED OR SENT BY COURIER SERVICE OR UNITED STATES
CERTIFIED MAIL AND SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN DELIVERED IN PERSON
OR BY COURIER SERVICE, UPON RECEIPT OF A FACSIMILE OR THREE (3) BUSINESS DAYS
AFTER DEPOSIT IN THE UNITED STATES MAIL WITH POSTAGE PREPAID AND PROPERLY
ADDRESSED.
NOTICES TO THE ADMINISTRATIVE AGENT PURSUANT TO ARTICLES II, III OR
XII SHALL NOT BE EFFECTIVE UNTIL RECEIVED BY THE ADMINISTRATIVE AGENT.
FOR THE
PURPOSES HEREOF, THE ADDRESSES OF THE PARTIES HERETO (UNTIL NOTICE OF A CHANGE
THEREOF IS DELIVERED AS PROVIDED IN THIS SECTION 13.10) SHALL BE AS SET FORTH
BELOW OPPOSITE PARTY'S NAME ON ANNEX II HERETO OR THE SIGNATURE PAGE OF ANY
APPLICABLE ASSIGNMENT AND ACCEPTANCE, OR, AS TO EACH PARTY, AT SUCH OTHER
ADDRESS AS MAY BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO ALL OF THE
OTHER PARTIES TO THIS AGREEMENT.
FOR PURPOSES OF ANY LOAN DOCUMENT, THE ADDRESS
OF EACH LOAN PARTY SHALL BE AS SET FORTH ON ANNEX II ATTACHED HERETO.
(B)
THE BORROWER AGREES TO INDEMNIFY AND HOLD HARMLESS EACH INDEMNITEE
FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, OBLIGATIONS, LOSSES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, DISBURSEMENTS AND EXPENSES OF ANY
KIND OR NATURE (INCLUDING, WITHOUT LIMITATION, REASONABLE FEES AND DISBURSEMENTS
OF COUNSEL TO ANY SUCH INDEMNITEE) WHICH MAY BE IMPOSED ON, INCURRED BY OR
ASSERTED AGAINST ANY SUCH INDEMNITEE IN ANY MANNER RELATING TO OR ARISING OUT OF
ANY ACTION TAKEN OR OMITTED BY SUCH INDEMNITEE IN GOOD FAITH IN RELIANCE ON ANY
NOTICE OR OTHER WRITTEN COMMUNICATION IN THE FORM OF A FACSIMILE PURPORTING TO
BE FROM THE BORROWER; PROVIDED THAT THE BORROWER SHALL HAVE NO OBLIGATION UNDER
THIS SECTION 13.10(B) TO AN INDEMNITEE WITH RESPECT TO ANY INDEMNIFIED MATTER
CAUSED BY OR RESULTING FROM THE GROSS NEGLIGENCE, BAD FAITH OR WILLFUL
MISCONDUCT OF THAT INDEMNITEE, AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A JUDGMENT OR ORDER.
13.11
SURVIVAL OF WARRANTIES AND AGREEMENTS.
ALL REPRESENTATIONS AND
WARRANTIES MADE HEREIN AND ALL OBLIGATIONS OF THE BORROWER IN RESPECT OF TAXES,
INDEMNIFICATION AND EXPENSE REIMBURSEMENT SHALL SURVIVE THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE MAKING AND
REPAYMENT OF THE LOANS AND THE TERMINATION OF THIS AGREEMENT AND SHALL NOT BE
LIMITED IN ANY WAY BY THE PASSAGE OF TIME OR OCCURRENCE OF ANY EVENT AND SHALL
EXPRESSLY COVER TIME PERIODS WHEN THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS
MAY HAVE COME INTO POSSESSION OR CONTROL OF ANY ASSETS OF ANY LOAN PARTY.
13.12
FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.
NO FAILURE
OR DELAY ON THE PART OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE EXERCISE
OF ANY POWER, RIGHT OR PRIVILEGE UNDER THIS AGREEMENT, THE NOTES OR ANY OF