TO SUCH PARTY: (I) IN THE CASE OF THE BORROWER OR
THE ADMINISTRATIVE AGENT, AT ITS ADDRESS, FACSIMILE NUMBER OR TELEX NUMBER SET
FORTH ON THE SIGNATURE PAGES HEREOF, (II) IN THE CASE OF ANY LENDER, AT ITS
ADDRESS, FACSIMILE NUMBER OR TELEX NUMBER SET FORTH IN ITS ADMINISTRATIVE
QUESTIONNAIRE OR (III) IN THE CASE OF ANY PARTY, AT SUCH OTHER ADDRESS,
FACSIMILE NUMBER OR TELEX NUMBER AS SUCH PARTY MAY HEREAFTER SPECIFY FOR THE
PURPOSE BY NOTICE TO THE ADMINISTRATIVE AGENT AND THE BORROWER.
EACH SUCH
NOTICE, REQUEST OR OTHER COMMUNICATION SHALL BE EFFECTIVE (IV) IF GIVEN BY
TELEX, WHEN TRANSMITTED TO THE TELEX NUMBER REFERRED TO IN THIS SECTION AND THE
APPROPRIATE ANSWERBACK IS RECEIVED, (V) IF GIVEN BY FACSIMILE, WHEN TRANSMITTED
TO THE FACSIMILE NUMBER REFERRED TO IN THIS SECTION AND CONFIRMATION OF RECEIPT
IS RECEIVED, (VI) IF GIVEN BY MAIL OR BY ANY OTHER MEANS, WHEN DELIVERED AT THE
ADDRESS REFERRED TO IN THIS SECTION; PROVIDED THAT NOTICES TO THE ADMINISTRATIVE
AGENT UNDER ARTICLE 2 OR ARTICLE 8 SHALL NOT BE EFFECTIVE UNTIL RECEIVED.
(B)
NOTICES AND OTHER COMMUNICATIONS TO THE LENDERS HEREUNDER MAY BE
DELIVERED OR FURNISHED BY ELECTRONIC COMMUNICATIONS PURSUANT TO PROCEDURES
APPROVED BY THE ADMINISTRATIVE AGENT; PROVIDED THAT THE FOREGOING SHALL NOT
APPLY TO NOTICES PURSUANT TO ARTICLE 2 UNLESS OTHERWISE AGREED BY THE
ADMINISTRATIVE AGENT AND THE APPLICABLE LENDER.
THE ADMINISTRATIVE AGENT OR THE
BORROWER MAY, IN ITS DISCRETION, AGREE TO ACCEPT NOTICES AND OTHER
COMMUNICATIONS TO IT HEREUNDER BY ELECTRONIC COMMUNICATIONS PURSUANT TO
PROCEDURES APPROVED BY IT; PROVIDED THAT APPROVAL OF SUCH PROCEDURES MAY BE
LIMITED TO PARTICULAR NOTICES OR COMMUNICATIONS.
51
SECTION 9.02.
NO WAIVERS.
NO FAILURE OR DELAY BY ANY LENDER PARTY IN
EXERCISING ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OR UNDER ANY NOTE SHALL
OPERATE AS A WAIVER THEREOF NOR SHALL ANY SINGLE OR PARTIAL EXERCISE THEREOF
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
RIGHT, POWER OR PRIVILEGE.
THE RIGHTS AND REMEDIES HEREIN PROVIDED SHALL BE
CUMULATIVE AND NOT EXCLUSIVE OF ANY RIGHTS OR REMEDIES PROVIDED BY LAW.
SECTION 9.03.
EXPENSES; INDEMNIFICATION.
(A)
THE BORROWER SHALL PAY (I) ALL REASONABLE OUT-OF-POCKET EXPENSES
OF THE AGENTS, INCLUDING REASONABLE FEES AND DISBURSEMENTS OF SPECIAL COUNSEL
FOR THE AGENTS, IN CONNECTION WITH THE PREPARATION OF THIS AGREEMENT, ANY WAIVER
OR CONSENT HEREUNDER OR ANY AMENDMENT HEREOF OR ANY DEFAULT OR ALLEGED DEFAULT
HEREUNDER AND (II) IF AN EVENT OF DEFAULT OCCURS, ALL REASONABLE OUT-OF-POCKET
EXPENSES INCURRED BY EACH LENDER PARTY, INCLUDING (WITHOUT DUPLICATION) THE
REASONABLE FEES AND DISBURSEMENTS OF OUTSIDE COUNSEL AND THE REASONABLE
ALLOCATED COST OF INSIDE COUNSEL, IN CONNECTION WITH SUCH EVENT OF DEFAULT AND
ANY COLLECTION, BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER ENFORCEMENT
PROCEEDINGS RESULTING THEREFROM; PROVIDED THAT EACH LENDER PARTY SHALL USE
REASONABLE EFFORTS TO AVOID INAPPROPRIATE DUPLICATION OF EXPENSE IN CONNECTION
WITH ANY MATTER FOR WHICH THE BORROWER IS RESPONSIBLE UNDER THIS SECTION
9.03(A).
(B)
THE BORROWER AGREES TO INDEMNIFY EACH LENDER PARTY, THEIR
RESPECTIVE AFFILIATES AND THE RESPECTIVE DIRECTORS,