York 10013
Attention: Carl S. Cho
Facsimile: (866) 492-5916
Telephone: (212) 723-9295
with copies to:
Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013
Attention: Valerie Burrows
Facsimile: (212) 994-0961
Telephone: (302) 894-6065
The LC Facility Issuing Bank:
Citibank, N.A.
390 Greenwich Street
New York, New York 10013
Attention: Carl S. Cho
Facsimile: (866) 492-5916
Telephone: (212) 723-9295
137
with copies to:
Citigroup Global Markets Inc.
390 Greenwich Street
New York, New York 10013
Attention: Valerie Burrows
Facsimile: (212) 994-0961
Telephone: (302) 894-6065
provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to subsection 2.3, 3.2, 3.4 or 3.8 shall not be
effective until received.
(B)
WITHOUT IN ANY WAY LIMITING THE OBLIGATION
OF ANY LOAN PARTY AND ITS SUBSIDIARIES TO CONFIRM IN WRITING ANY TELEPHONIC
NOTICE PERMITTED TO BE GIVEN HEREUNDER, THE ADMINISTRATIVE AGENT OR THE LC
FACILITY ISSUING BANK, AS THE CASE MAY BE, MAY PRIOR TO RECEIPT OF WRITTEN
CONFIRMATION ACT WITHOUT LIABILITY UPON THE BASIS OF SUCH TELEPHONIC NOTICE,
BELIEVED BY THE ADMINISTRATIVE AGENT OR THE LC FACILITY ISSUING BANK IN GOOD
FAITH TO BE FROM A RESPONSIBLE OFFICER.
10.3
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE TO
EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF THE ADMINISTRATIVE AGENT, LC
FACILITY ISSUING BANK, ANY LENDER OR ANY LOAN PARTY, ANY RIGHT, REMEDY, POWER OR
PRIVILEGE HEREUNDER OR UNDER THE OTHER LOAN DOCUMENTS SHALL OPERATE AS A WAIVER
THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, REMEDY, POWER OR
PRIVILEGE HEREUNDER 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.
10.4
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
ALL
REPRESENTATIONS AND WARRANTIES MADE HEREUNDER AND IN THE OTHER LOAN DOCUMENTS
(OR IN ANY AMENDMENT, MODIFICATION OR SUPPLEMENT HERETO OR THERETO) AND IN ANY
CERTIFICATE DELIVERED PURSUANT HERETO OR SUCH OTHER LOAN DOCUMENTS SHALL SURVIVE
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE MAKING OF THE LOANS
HEREUNDER.
10.5
PAYMENT OF EXPENSES AND TAXES.
THE BORROWER
AGREES (A) TO PAY OR REIMBURSE THE AGENTS AND THE OTHER REPRESENTATIVES FOR (1)
ALL THEIR REASONABLE OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION
WITH (I) THE SYNDICATION OF THE FACILITIES AND THE DEVELOPMENT, PREPARATION,
EXECUTION AND DELIVERY OF, AND ANY AMENDMENT, SUPPLEMENT OR MODIFICATION TO,
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY OTHER DOCUMENTS PREPARED IN
CONNECTION HEREWITH OR THEREWITH, (II) THE CONSUMMATION AND ADMINISTRATION OF
THE TRANSACTIONS (INCLUDING THE SYNDICATION OF THE TERM LOAN COMMITMENTS)
CONTEMPLATED HEREBY AND THEREBY AND (III) EFFORTS TO MONITOR THE LOANS AND
VERIFY, PROTECT, EVALUATE, ASSESS, APPRAISE, COLLECT, SELL, LIQUIDATE OR
OTHERWISE DISPOSE OF ANY OF THE COLLATERAL, AND (2) (I) THE REASONABLE FEES AND
DISBURSEMENTS OF CAHILL GORDON & REINDEL LLP, AND SUCH OTHER SPECIAL OR LOCAL
COUNSEL, CONSULTANTS, ADVISORS, APPRAISERS AND AUDITORS WHOSE RETENTION