AND OTHER COMMUNICATIONS HEREUNDER BY NOTICE TO THE
BORROWERS, THE US ADMINISTRATIVE AGENT AND THE L/C ISSUER.
IN ADDITION, EACH
LENDER AGREES TO NOTIFY THE APPLICABLE ADMINISTRATIVE AGENT FROM TIME TO TIME TO
ENSURE THAT THE APPLICABLE ADMINISTRATIVE AGENT HAS ON RECORD (I) AN EFFECTIVE
ADDRESS, CONTACT NAME, TELEPHONE NUMBER, TELECOPIER NUMBER AND ELECTRONIC MAIL
ADDRESS TO WHICH NOTICES AND OTHER COMMUNICATIONS MAY BE SENT AND (II) ACCURATE
WIRE INSTRUCTIONS FOR SUCH LENDER.
(E)
RELIANCE BY ADMINISTRATIVE AGENT, L/C ISSUER AND LENDERS.
THE
ADMINISTRATIVE AGENTS, THE L/C ISSUER AND THE LENDERS SHALL BE ENTITLED TO RELY
AND ACT UPON ANY NOTICES
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(INCLUDING TELEPHONIC COMMITTED LOAN NOTICES AND SWING LINE LOAN NOTICES)
PURPORTEDLY GIVEN BY OR ON BEHALF OF ANY BORROWER EVEN IF (I) SUCH NOTICES WERE
NOT MADE IN A MANNER SPECIFIED HEREIN, WERE INCOMPLETE OR WERE NOT PRECEDED OR
FOLLOWED BY ANY OTHER FORM OF NOTICE SPECIFIED HEREIN, OR (II) THE TERMS
THEREOF, AS UNDERSTOOD BY THE RECIPIENT, VARIED FROM ANY CONFIRMATION THEREOF.
EACH BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENTS, THE L/C ISSUER, EACH
LENDER AND THE RELATED PARTIES OF EACH OF THEM FROM ALL LOSSES, COSTS, EXPENSES
AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH PERSON ON EACH NOTICE
PURPORTEDLY GIVEN BY OR ON BEHALF OF ANY BORROWER.
ALL TELEPHONIC NOTICES TO
AND OTHER TELEPHONIC COMMUNICATIONS WITH AN ADMINISTRATIVE AGENT MAY BE RECORDED
BY SUCH ADMINISTRATIVE AGENT, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO
SUCH RECORDING.
10.03
No Waiver; Cumulative Remedies.
No failure by any Lender, the L/C
Issuer or an Administrative Agent to exercise, and no delay by any such Person
in exercising, any right, remedy, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.
The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by Law.
10.04
Expenses; Indemnity; Damage Waiver.
(A)
COSTS AND EXPENSES.
THE BORROWERS SHALL PAY (I) ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY THE US ADMINISTRATIVE AGENT, CANADIAN
ADMINISTRATIVE AGENT AND THEIR AFFILIATES (INCLUDING THE REASONABLE FEES,
CHARGES AND DISBURSEMENTS OF COUNSEL FOR EITHER SUCH ADMINISTRATIVE AGENT), IN
CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN,
THE PREPARATION, NEGOTIATION, EXECUTION, DELIVERY AND ADMINISTRATION OF THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS OR ANY AMENDMENTS, MODIFICATIONS OR
WAIVERS OF THE PROVISIONS HEREOF OR THEREOF (WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED), (II) ALL REASONABLE
OUT-OF-POCKET EXPENSES INCURRED BY THE L/C ISSUER IN CONNECTION WITH THE
ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION OF ANY LETTER OF CREDIT OR ANY DEMAND
FOR PAYMENT THEREUNDER AND (III) ALL OUT-OF-POCKET EXPENSES INCURRED BY AN
ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER (INCLUDING THE FEES, CHARGES
AND DISBURSEMENTS OF ANY COUNSEL FOR THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
L/C ISSUER), IN