e-mail address shall be deemed received upon
the sender's receipt of an acknowledgement from the intended recipient (such as
by the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (y) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (x) of notification that such notice or communication is
available and identifying the website address therefor.
SECTION 9.03. NO WAIVER; REMEDIES. NO FAILURE ON THE PART OF ANY BANK OR ANY
ISSUING BANK OR THE AGENT, EURO-AGENT OR ANY LOCAL CURRENCY AGENT TO EXERCISE,
AND NO DELAY IN EXERCISING, ANY RIGHT HEREUNDER SHALL OPERATE AS A WAIVER
THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH RIGHT PRECLUDE ANY
OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT. THE
REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES
PROVIDED BY LAW.
SECTION 9.04. COSTS AND EXPENSES. (A)
THE COMPANY AGREES TO PAY ON DEMAND ALL
REASONABLE, OUT-OF-POCKET COSTS AND EXPENSES OF THE AGENT, THE EURO-AGENT AND
ANY LOCAL CURRENCY AGENT IN CONNECTION WITH THE PREPARATION, EXECUTION,
DELIVERY, ADMINISTRATION, MODIFICATION AND AMENDMENT OF THIS AGREEMENT, THE
NOTES AND THE OTHER DOCUMENTS TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT
LIMITATION, THE REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF ONE COUNSEL FOR
THE AGENT, THE EURO-AGENT AND ANY LOCAL CURRENCY AGENT WITH RESPECT THERETO AND
WITH RESPECT TO ADVISING THE AGENT, THE EURO-AGENT AND ANY LOCAL CURRENCY AGENT
AS TO RIGHTS AND RESPONSIBILITIES UNDER THIS AGREEMENT, AND ALL COSTS AND
EXPENSES, IF ANY, OF THE AGENT, THE EURO-AGENT, ANY LOCAL CURRENCY AGENT, EACH
ISSUING BANK AND THE BANKS (INCLUDING, WITHOUT LIMITATION, REASONABLE COUNSEL
FEES AND EXPENSES, WHICH MAY BE ALLOCATED COSTS OF COUNSEL WHO ARE EMPLOYEES OF
ANY BANK) IN CONNECTION WITH THE ENFORCEMENT (WHETHER THROUGH NEGOTIATIONS,
LEGAL PROCEEDINGS OR OTHERWISE) OF THIS AGREEMENT, THE NOTES, ANY LETTER OF
CREDIT REIMBURSEMENT AGREEMENT, LOCAL CURRENCY ADDENDUM AND THE OTHER DOCUMENTS
TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, REASONABLE COUNSEL
FEES AND EXPENSES IN CONNECTION WITH THE ENFORCEMENT OF RIGHTS UNDER THIS
SECTION 9.04(A).
(b)
If any payment of principal of any Fixed Rate Advance is made other than on
the last day of the Interest Period for such Advance, as a result of
acceleration of the maturity of
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the Notes and Advances not evidenced by the Notes pursuant to Section 6.01 or
for any other reason, including the purchase of an assignment pursuant to
Section 2.05(e), the applicable Borrower shall, upon demand by any Bank (with a
copy of such demand to the Agent), pay to the Agent for the account of such Bank
any amounts required