of a Property or the Portfolio/Company Interest to a third party
may be accomplished, in the sole and absolute discretion of BREA, as a sale of
such Property or as a sale of the Company's interest in the Company Subsidiary
that has a direct or indirect interest in such Property.
Section 10.8. 68B68B68B68B68B68BUUUUDesignation of Rights
.UUUU
Notwithstanding anything herein to the contrary, Administrative Member
may from time to time assign its rights under this Article X or designate
Columbia as the holder of such rights (and Columbia may assign or designate such
rights to ESC), in each case with prior written notice to BREA, so long as at
any time only ESC or Columbia (and not both) is the holder of such rights.
The
Members acknowledge that ESC and Columbia may enter into a side letter with
respect to the assignment or exercise of the rights under this Article X.
ARTICLE
XI
10B10B10B10B10B10BUUUUMISCELLANEOUSUUUU.
Section 11.1. 69B69B69B69B69B69BUUUUNotices
.UUUU
Any notice which a party is required or may desire to give the other
party shall be in writing and may be delivered (1) personally, (2) by United
States registered or certified mail, postage prepaid, (3) by Federal Express or
other reputable courier service regularly providing evidence of delivery (with
charges paid by the party sending the notice), or (4) by facsimile, provided
that such telecopy shall be immediately followed by delivery of such notice
pursuant to clause (1), (2) or (3) above.
Any such notice to a party shall be
addressed at the address set forth below the name of such party on the signature
pages at the end of this Agreement (subject to the right of a party to designate
a different address for itself by notice similarly given).
Service of any such
notice or other communications so made shall be deemed effective on the day of
actual delivery (whether accepted or refused) as evidenced by confirmed
answerback if by facsimile (provided that if any notice or other communication
to be delivered by facsimile cannot be transmitted because of a problem
affecting the receiving party's facsimile machine, the deadline for receiving
such notice or other communication shall be extended through the next business
day), as shown by the addressee's return receipt if by certified mail, and as
confirmed by the courier service if by courier; provided, however, that if such
actual delivery occurs after 5:00 p.m.
(local time where received) or on a
non-business day, then such notice or demand so made shall be deemed effective
on the first business day after the day of actual delivery.
No communications
via electronic mail shall be effective to give any notice, request, direction,
demand, consent, waiver, approval or other communications hereunder.
Section 11.2. 70B70B70B70B70B70BUUUUContribution Agreement
.UUUU
A. 149B149B149B149B149B149BIf any Project Lender or any other party
(collectively, "Indemnitee") collects from any Member or its Affiliate (the
"Paying Member") all or any part of any amounts due under any Project Financing,
or any replacement thereof (the "Unpaid Liabilities") pursuant to any letter of
credit, guaranty