OR
NEGOTIATIONS IN RESPECT THEREOF. THE OBLIGATIONS OF THE BORROWER UNDER THIS
SECTION SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
SECTION 10.3
WAIVERS; CUMULATIVE REMEDIES.
NO FAILURE ON THE PART OF THE AGENT
OR THE HOLDER OF A NOTE TO EXERCISE AND NO DELAY IN EXERCISING ANY POWER OR
RIGHT HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL OPERATE AS A WAIVER
THEREOF; NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY POWER OR RIGHT PRECLUDE
ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER POWER OR
RIGHT.
THE REMEDIES HEREIN AND IN THE OTHER LOAN DOCUMENTS PROVIDED ARE
CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW.
SECTION 10.4
NOTICES. EXCEPT WHEN TELEPHONIC NOTICE IS EXPRESSLY AUTHORIZED BY
THIS AGREEMENT, ANY NOTICE OR OTHER COMMUNICATION TO ANY PARTY IN CONNECTION
WITH THIS
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AGREEMENT SHALL BE IN WRITING AND SHALL BE SENT BY MANUAL DELIVERY, FACSIMILE
TRANSMISSION, OVERNIGHT COURIER OR UNITED STATES MAIL (POSTAGE PREPAID)
ADDRESSED TO SUCH PARTY AT THE ADDRESS SPECIFIED ON THE SIGNATURE PAGE HEREOF,
OR AT SUCH OTHER ADDRESS AS SUCH PARTY SHALL HAVE SPECIFIED TO THE OTHER PARTY
HERETO IN WRITING.
ALL PERIODS OF NOTICE SHALL BE MEASURED FROM THE DATE OF
DELIVERY THEREOF IF MANUALLY DELIVERED, FROM THE DATE OF SENDING THEREOF IF SENT
BY FACSIMILE TRANSMISSION, FROM THE FIRST BUSINESS DAY AFTER THE DATE OF SENDING
IF SENT BY OVERNIGHT COURIER, OR FROM FOUR DAYS AFTER THE DATE OF MAILING IF
MAILED; PROVIDED, HOWEVER, THAT ANY NOTICE TO THE AGENT OR ANY LENDER UNDER
ARTICLE II HEREOF SHALL BE DEEMED TO HAVE BEEN GIVEN ONLY WHEN RECEIVED BY THE
AGENT OR SUCH LENDER.
SECTION 10.5
TAXES. THE BORROWER AGREES TO PAY, AND SAVE THE SECURED CREDITORS
HARMLESS FROM ALL LIABILITY FOR, ANY STAMP OR OTHER TAXES WHICH MAY BE PAYABLE
WITH RESPECT TO THE EXECUTION OR DELIVERY OF THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS OR THE ISSUANCE OF THE NOTES OR LETTERS OF CREDIT HEREUNDER, WHICH
OBLIGATION OF THE BORROWER SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.
SECTION 10.6
SUCCESSORS AND ASSIGNS; DISPOSITION OF LOANS; TRANSFEREES.
(A)
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS, EXCEPT THAT THE BORROWER MAY NOT ASSIGN ITS RIGHTS OR DELEGATE ITS
OBLIGATIONS HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT WITHOUT THE PRIOR WRITTEN
CONSENT OF ALL THE LENDERS.
(B)
ANY LENDER MAY, IN THE ORDINARY COURSE OF
ITS BUSINESS AND IN ACCORDANCE WITH APPLICABLE LAW, AT ANY TIME SELL TO ONE OR
MORE BANKS OR OTHER FINANCIAL INSTITUTIONS OR AFFILIATES OF SUCH LENDER
("PARTICIPANTS") PARTICIPATING INTERESTS IN ANY LOAN OR OTHER OBLIGATION OWING
TO SUCH LENDER, ANY NOTE HELD BY SUCH LENDER, AND ANY COMMITMENT OF SUCH LENDER,
OR ANY OTHER INTEREST OF SUCH LENDER HEREUNDER. IN THE EVENT OF ANY SUCH SALE BY
A LENDER OF PARTICIPATING INTERESTS TO A PARTICIPANT, (I) SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT TO THE OTHER PARTIES TO THIS AGREEMENT SHALL