A PART OF THIS
AGREEMENT FOR ANY OTHER PURPOSE.
SECTION 10.7.
NOTICES AND ADDRESSES FOR NOTICE.
ALL NOTICES AND OTHER
COMMUNICATIONS PROVIDED FOR HEREUNDER SHALL BE IN WRITING AND, (A) IF TO THE
BORROWER, MAILED OR DELIVERED TO IT, ADDRESSED TO IT AT 30 WOODBOURNE AVE.,
5TH FLOOR, HAMILTON HM 08 BERMUDA, ATTENTION: DAVID PENCHOFF, PRESIDENT, WITH
COPY AT THE SAME ADDRESS, ATTENTION:
JAMES M. MICHENER, GENERAL COUNSEL, (B) IF
TO THE ADMINISTRATIVE AGENT, MAILED OR DELIVERED TO IT, ADDRESSED TO IT AT 60
WALL STREET, NEW YORK, NEW YORK 10005, ATTENTION:
JOHN S. MCGILL, DIRECTOR AND
(C) IF TO A LENDER, MAILED OR DELIVERED TO IT AT ITS ADDRESS AS SHOWN ON
SCHEDULE 1 HERETO OR IN THE ASSIGNMENT AND ASSUMPTION AGREEMENT BY WHICH IT
BECAME A PARTY HERETO; OR AS TO ANY PARTY AS SUCH PARTY MAY DIRECT IN A WRITTEN
NOTICE TO ALL OTHER PARTIES.
ALL SUCH NOTICES AND OTHER COMMUNICATIONS SHALL,
WHEN MAILED, BE EFFECTIVE THREE (3) DAYS AFTER THE DATE OF DEPOSIT IN THE MAILS,
ADDRESSED AS AFORESAID.
IN LIEU OF NOTICE BY MAIL OR DELIVERY, WRITTEN NOTICE
MAY BE GIVEN OVER TELECOPIER AT THE APPROPRIATE NUMBERS SET FORTH BELOW, SUCH
NOTICE OVER TELECOPIER TO BE EFFECTIVE WHEN TRANSMITTED.
If to the Administrative Agent:
Telecopier No.: (212) 797-0270
If to the Borrower:
Telecopier No.: (441) 296-3379
If to a Lender:
To it at its telecopier number as set forth on Schedule 1 hereto or in the
Assignment and Assumption Agreement by which it became a party hereto.
SECTION 10.8.
SUCCESSORS AND ASSIGNS; ASSIGNMENT AND ASSUMPTION;
PARTICIPATIONS; ADDITIONAL LENDERS.
(A)
THIS AGREEMENT IS A CONTINUING OBLIGATION AND BINDS, AND THE BENEFITS
HEREOF SHALL INURE TO, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS
AND THEIR
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RESPECTIVE SUCCESSORS AND ASSIGNS; PROVIDED THAT, EXCEPT AS SPECIFICALLY
PROVIDED HEREIN, THE BORROWER MAY NOT TRANSFER OR ASSIGN ANY OR ALL OF ITS
RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
ADMINISTRATIVE AGENT AND OF EACH LENDER.
(B)
EACH LENDER MAY, AT ANY TIME, SELL, ASSIGN, AND TRANSFER TO ANOTHER
COMMERCIAL BANK OR OTHER FINANCIAL INSTITUTION ("ASSIGNEE") WHICH IS APPROVED IN
ADVANCE BY THE ADMINISTRATIVE AGENT AND THE BORROWER (WHICH APPROVALS SHALL NOT
BE UNREASONABLY WITHHELD OR DELAYED) ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS AS LENDER IN THIS AGREEMENT, ITS NOTE, THE OTHER LOAN DOCUMENTS OR
ANY LOAN; PROVIDED THAT THE APPROVAL OF THE BORROWER SHALL NOT BE REQUIRED FOR
AN ASSIGNMENT BY A LENDER TO AN AFFILIATE OF SUCH LENDER HAVING AN UNSECURED
SENIOR DEBT RATING (OR SHADOW RATING AS REFLECTED IN A LETTER) BY EACH OF
MOODY'S AND S&P WHICH IS AT LEAST AS HIGH AS THE ASSIGNING LENDER.
IN ADDITION,
THE APPROVAL OF EACH FRONTING LENDER ACTING AS SUCH WITH RESPECT TO A LENDER
SHALL BE REQUIRED FOR THE ASSIGNMENT BY SUCH LENDER OF ALL OR A PORTION OF ITS
RIGHTS AND OBLIGATIONS AS LENDER IN THIS AGREEMENT, ITS NOTE, THE OTHER LOAN
DOCUMENTS OR ANY LOAN.
ANY SUCH SALE