RELATED OBLIGATION REMAINS
OUTSTANDING OR IS DEPRIVED OF THE BENEFIT OF THE COLLATERAL OR BECOMES UNSECURED
OR IS OTHERWISE AFFECTED OR PUT IN JEOPARDY THEREBY, (D) NO HOLDER OF RELATED
OBLIGATIONS AND NO OTHER SECURED PARTY (EXCEPT THE FACILITY AGENTS AND THE
LENDERS, TO THE EXTENT SET FORTH IN THIS AGREEMENT) SHALL HAVE ANY RIGHT TO BE
NOTIFIED OF, OR TO DIRECT, REQUIRE OR BE HEARD WITH RESPECT TO, ANY ACTION TAKEN
OR OMITTED IN RESPECT OF THE COLLATERAL OR UNDER THIS AGREEMENT OR THE CREDIT
DOCUMENTS AND (E) NO HOLDER OF ANY RELATED OBLIGATION
99
SHALL EXERCISE ANY RIGHT OF SETOFF, BANKER'S LIEN OR SIMILAR RIGHT EXCEPT TO THE
EXTENT PROVIDED IN SECTION 10.4 AND THEN ONLY TO THE EXTENT SUCH RIGHT IS
EXERCISED IN COMPLIANCE WITH SECTION 2.16.
9.11
WITHHOLDING TAXES.
TO THE EXTENT REQUIRED BY ANY APPLICABLE LAW,
THE ADMINISTRATIVE AGENT MAY WITHHOLD FROM ANY PAYMENT TO ANY LENDER AN AMOUNT
EQUIVALENT TO ANY APPLICABLE WITHHOLDING TAX.
IF THE INTERNAL REVENUE SERVICE
OR ANY OTHER AUTHORITY OF THE UNITED STATES OR OTHER JURISDICTION ASSERTS A
CLAIM THAT THE ADMINISTRATIVE AGENT DID NOT PROPERLY WITHHOLD TAX FROM AMOUNTS
PAID TO OR FOR THE ACCOUNT OF ANY LENDER FOR ANY REASON (INCLUDING, WITHOUT
LIMITATION, BECAUSE THE APPROPRIATE FORM WAS NOT DELIVERED OR NOT PROPERLY
EXECUTED, OR BECAUSE SUCH LENDER FAILED TO NOTIFY THE ADMINISTRATIVE AGENT OF A
CHANGE IN CIRCUMSTANCES THAT RENDERED THE EXEMPTION FROM, OR REDUCTION OF,
WITHHOLDING TAX INEFFECTIVE), SUCH LENDER SHALL INDEMNIFY AND HOLD HARMLESS THE
ADMINISTRATIVE AGENT (TO THE EXTENT THAT THE ADMINISTRATIVE AGENT HAS NOT
ALREADY BEEN REIMBURSED BY THE BORROWER AND WITHOUT LIMITING THE OBLIGATION OF
ANY BORROWER TO DO SO) FOR ALL AMOUNTS PAID, DIRECTLY OR INDIRECTLY, BY THE
ADMINISTRATIVE AGENT AS TAX OR OTHERWISE, INCLUDING ANY INTEREST, ADDITIONS TO
TAX OR PENALTIES APPLICABLE THERETO, TOGETHER WITH ALL EXPENSES INCURRED,
INCLUDING LEGAL EXPENSES AND ANY OTHER OUT-OF-POCKET EXPENSES.
SECTION 10.
MISCELLANEOUS
10.1
NOTICES.
(A)
NOTICES GENERALLY.
ANY NOTICE OR OTHER COMMUNICATION HEREIN
REQUIRED OR PERMITTED TO BE GIVEN TO A CREDIT PARTY, ANY AGENT, OR ANY LENDER,
SHALL BE SENT TO SUCH PERSON'S ADDRESS AS SET FORTH ON APPENDIX B OR IN THE
OTHER RELEVANT CREDIT DOCUMENT, AND IN THE CASE OF ANY LENDER, AS MAY BE
OTHERWISE INDICATED TO ADMINISTRATIVE AGENT IN WRITING.
EXCEPT AS OTHERWISE SET
FORTH IN PARAGRAPH (B) BELOW, EACH NOTICE HEREUNDER SHALL BE IN WRITING AND MAY
BE PERSONALLY SERVED, TELEXED, SENT BY TELEFACSIMILE, UNITED STATES MAIL OR
COURIER SERVICE OR ELECTRONIC MAIL AND SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN
DELIVERED IN PERSON OR BY COURIER SERVICE AND SIGNED FOR AGAINST RECEIPT
THEREOF, UPON RECEIPT OF TELEFACSIMILE, TELEX OR ELECTRONIC MAIL, OR THREE
BUSINESS DAYS AFTER DEPOSITING IT IN THE UNITED STATES MAIL WITH POSTAGE PREPAID
AND PROPERLY ADDRESSED.
(B)
ELECTRONIC COMMUNICATIONS.
NOTWITHSTANDING CLAUSE (A) ABOVE
(UNLESS THE ADMINISTRATIVE AGENT REQUESTS THAT THE PROVISIONS OF CLAUSE (A)
ABOVE BE FOLLOWED) AND ANY OTHER PROVISION IN THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT PROVIDING FOR