287-2749;
(E)
IF TO THE LC BANK, AT THE DOMESTIC LENDING OFFICE OF BARCLAYS SPECIFIED
OPPOSITE ITS NAME ON SCHEDULE 1.1 HERETO;
(F)
IF TO THE ADMINISTRATIVE AGENT, C/O BARCLAYS CAPITAL SERVICE LLC, 200 CEDAR
KNOLLS ROAD, WHIPPANY, NJ 07981, ATTENTION MAY WONG, TELECOPY: (973) 576-3694;
(G)
IF TO ANY BANK, AT ITS DOMESTIC LENDING OFFICE SPECIFIED OPPOSITE ITS NAME
ON SCHEDULE 1.1 HERETO; AND
(H)
IF TO ANY LENDER OTHER THAN A BANK, AT ITS DOMESTIC LENDING OFFICE
SPECIFIED IN THE ASSIGNMENT AND ACCEPTANCE PURSUANT TO WHICH IT BECAME A LENDER;
or, as to each party, at such other address as shall be designated by such party
in a written notice to the other parties. All such notices and communications
shall, when mailed or facsimiled, be effective when deposited in the mails or
transmitted, respectively, except that notices and communications to the
Administrative Agent pursuant to Article II, III or IX shall not be effective
until received by the Administrative Agent. Without limitation of the foregoing,
the Administrative Agent shall be fully protected in acting upon any notice or
instruction received by it by telephone or by facsimile transmission so long as
the Administrative Agent reasonably believes such notice or instruction to be
genuine, but any such notice or instruction shall be promptly confirmed in
writing.
The Administrative Agent and each 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.
46
SECTION 9.3.
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 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. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.
SECTION 9.4.
COSTS, EXPENSES AND TAXES; INDEMNIFICATION.
(A)
EACH BORROWER AGREES TO PAY ON DEMAND ALL REASONABLE COSTS AND EXPENSES IN
CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY, ADMINISTRATION,
MODIFICATION AND AMENDMENT OF THIS AGREEMENT, ANY NOTE AND ANY OTHER DOCUMENTS
TO BE DELIVERED HEREUNDER, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES
AND OUT-OF-POCKET EXPENSES OF COUNSEL FOR THE ADMINISTRATIVE AGENT WITH RESPECT
THERETO AND WITH RESPECT TO ADVISING THE ADMINISTRATIVE AGENT AS TO ITS RIGHTS
AND RESPONSIBILITIES UNDER THIS AGREEMENT AND OF THE LC BANK WITH RESPECT TO THE
EXECUTION, DELIVERY, ADMINISTRATION, MODIFICATION AND AMENDMENT OF ANY LETTERS
OF CREDIT TO BE ISSUED BY IT HEREUNDER RELATING TO THE PERFORMANCE BY SUCH
BORROWER UNDER THIS AGREEMENT, AND TO REIMBURSE AND HOLD HARMLESS THE LENDERS,
THE LC BANK AND THE ADMINISTRATIVE AGENT FOR AND AGAINST ALL OF THEIR REASONABLE
COSTS AND EXPENSES ARISING IN CONNECTION WITH THE ENFORCEMENT OR PRESERVATION OF
RIGHTS AND REMEDIES UNDER (WHETHER IN LITIGATION, BY NEGOTIATION, IN WORKOUTS,
RESTRUCTURINGS OR OTHER NEGOTIATIONS, OR