TO ANY LENDER PARTY TO
THIS AGREEMENT AS OF THE DATE HEREOF, AT ITS DOMESTIC LENDING OFFICE SPECIFIED
OPPOSITE ITS NAME ON SCHEDULE I HERETO; IF TO ANY OTHER LENDER, AT ITS DOMESTIC
LENDING OFFICE SPECIFIED IN THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT
BECAME A LENDER; AND IF TO THE ADMINISTRATIVE AGENT, AT ITS ADDRESS AT ELEVEN
MADISON AVENUE, NEW YORK, NEW YORK 10010-3629, ATTENTION: AGENCY DEPARTMENT
MANAGER, TELECOPY NO.: (212) 325-8304; OR, AS TO THE BORROWER OR THE
ADMINISTRATIVE AGENT, AT SUCH OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY
IN A WRITTEN NOTICE TO THE OTHER PARTIES AND, AS TO EACH OTHER PARTY, AT SUCH
OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO THE
BORROWER AND THE ADMINISTRATIVE AGENT.
ALL SUCH NOTICES AND COMMUNICATIONS
SHALL, WHEN MAILED, TELECOPIED OR TELEGRAPHED, BE EFFECTIVE WHEN DEPOSITED IN
THE MAILS, TELECOPIED OR DELIVERED TO THE TELEGRAPH COMPANY, RESPECTIVELY,
EXCEPT THAT NOTICES AND COMMUNICATIONS TO THE ADMINISTRATIVE AGENT PURSUANT TO
ARTICLE II, III OR VII SHALL NOT BE EFFECTIVE UNTIL RECEIVED BY THE
ADMINISTRATIVE AGENT.
DELIVERY BY TELECOPIER OF AN EXECUTED COUNTERPART OF ANY
AMENDMENT OR WAIVER OF ANY PROVISION OF THIS AGREEMENT, THE NOTES OR ANY OTHER
LOAN DOCUMENT OR OF ANY EXHIBIT HERETO AND THERETO TO BE EXECUTED AND DELIVERED
HEREUNDER AND THEREUNDER SHALL BE EFFECTIVE AS DELIVERY OF A MANUALLY EXECUTED
51
COUNTERPART THEREOF.
ELECTRONIC MAIL AND INTERNET WEBSITES MAY BE USED ONLY TO
DISTRIBUTE ROUTINE INFORMATION SUCH AS FINANCIAL STATEMENTS AND OTHER
INFORMATION AS PROVIDED IN SECTION 5.01(A), (B) AND (G) AND TO DISTRIBUTE THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS FOR EXECUTION BY THE PARTIES THERETO, AND
MAY NOT BE USED FOR ANY OTHER PURPOSE, EXCEPT AS AGREED TO BY THE ADMINISTRATIVE
AGENT.
SECTION 8.03.
NO WAIVER; REMEDIES.
NO FAILURE ON THE PART OF ANY
LENDER OR THE ADMINISTRATIVE AGENT TO EXERCISE, AND NO DELAY IN EXERCISING, ANY
RIGHT HEREUNDER, UNDER ANY NOTE OR ANY OTHER LOAN DOCUMENT 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, REMEDY, POWER OR PRIVILEGE.
THE RIGHTS, REMEDIES, POWERS AND PRIVILEGES
HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS, REMEDIES, POWERS
AND PRIVILEGES PROVIDED BY LAW.
SECTION 8.04.
COSTS AND EXPENSES.
(A)
SUBJECT TO THE LIMITATIONS SET
FORTH IN THE OTHER LOAN DOCUMENTS, THE BORROWER AGREES TO PAY ON DEMAND ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN
CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION, WAIVER OR
MODIFICATION AND AMENDMENT OF THIS AGREEMENT, THE NOTES AND THE OTHER LOAN
DOCUMENTS AND ANY OTHER DOCUMENTS TO BE DELIVERED HEREUNDER AND THEREUNDER,
INCLUDING (I) ALL TRANSPORTATION, DUPLICATION, APPRAISAL, CONSULTANT, AND AUDIT
EXPENSES AND (II) THE REASONABLE FEES, DISBURSEMENT AND OTHER CHARGES OF
EXTERNAL COUNSEL FOR THE ADMINISTRATIVE AGENT WITH RESPECT THERETO AND WITH
RESPECT TO ADVISING THE ADMINISTRATIVE AGENT AS TO ITS RIGHTS AND
RESPONSIBILITIES UNDER