ATTENTION:
CODY CANNON, TELEPHONE (713) 750-2336; TELECOPY NO. (713) 750-2228;
(C)
IF TO A BANK OR ISSUING BANK, TO IT AT ITS
ADDRESS (OR TELECOPY NUMBER) SET FORTH IN THE ADMINISTRATIVE QUESTIONNAIRE
DELIVERED TO ADMINISTRATIVE AGENT BY SUCH BANK IN CONNECTION WITH THIS
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AGREEMENT OR THE PRIOR AGREEMENT OR IN CONNECTION WITH THE ASSIGNMENT AND
ASSUMPTION PURSUANT TO WHICH SUCH BANK BECAME A PARTY HERETO.
Notices and other communications to the Banks 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 Bank.
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.
Any party hereto may change its address or telecopy number for
notices and other communications hereunder by notice to the other parties
hereto.
All notices and other communications given to any party hereto in
accordance with the provisions of this Agreement shall be deemed to have been
given on the date of receipt.
SECTION 9.02.
NO WAIVERS.
NO FAILURE OR DELAY BY THE ADMINISTRATIVE AGENT, ANY
ISSUING BANK OR ANY BANK 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 AND PROVIDED IN THE NOTES SHALL BE CUMULATIVE AND NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES PROVIDED BY LAW OR OTHERWISE.
SECTION 9.03.
EXPENSES; INDEMNIFICATION.
(A) THE BORROWER SHALL PAY: (I) ALL
OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT, INCLUDING FEES AND
DISBURSEMENTS OF SPECIAL COUNSEL FOR THE ADMINISTRATIVE AGENT, IN CONNECTION
WITH, THE PREPARATION AND ADMINISTRATION OF THIS AGREEMENT, ANY WAIVER OR
CONSENT HEREUNDER OR ANY AMENDMENT HEREOF OR ANY DEFAULT OR ALLEGED DEFAULT
HEREUNDER; (II) ALL OUT-OF-POCKET EXPENSES OF EACH ISSUING BANK, INCLUDING FEES
AND DISBURSEMENTS OF SPECIAL COUNSEL FOR EACH ISSUING BANK, IN CONNECTION WITH,
THE PREPARATION AND ADMINISTRATION OF ANY LETTER OF CREDIT (INCLUDING ANY
ISSUANCE, MODIFICATION OR PAYMENT OF ANY DEMAND UNDER ANY LETTER OF CREDIT), ANY
WAIVER OR CONSENT HEREUNDER OR ANY DEFAULT OR ALLEGED DEFAULT HEREUNDER; AND
(III) IF AN EVENT OF DEFAULT OCCURS, ALL OUT-OF-POCKET EXPENSES INCURRED BY THE
ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH BANK, INCLUDING (WITHOUT
DUPLICATION) THE FEES AND DISBURSEMENTS OF COUNSEL, IN CONNECTION WITH SUCH
EVENT OF DEFAULT AND COLLECTION, BANKRUPTCY, INSOLVENCY AND OTHER ENFORCEMENT
PROCEEDINGS RESULTING THEREFROM.
(B)
THE BORROWER AGREES TO INDEMNIFY THE
ADMINISTRATIVE AGENT, EACH ISSUING BANK AND EACH BANK, THEIR RESPECTIVE
AFFILIATES AND THE RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES OF THE
FOREGOING (EACH AN "INDEMNITEE") AND HOLD EACH INDEMNITEE HARMLESS FROM AND
AGAINST ANY AND