COMPANY AND THE ADMINISTRATIVE AGENT.
(B)
ALL SUCH NOTICES, REQUESTS AND COMMUNICATIONS SHALL, WHEN
TRANSMITTED BY OVERNIGHT DELIVERY, OR FAXED, BE EFFECTIVE WHEN DELIVERED FOR
OVERNIGHT (NEXT-DAY) DELIVERY, OR TRANSMITTED IN LEGIBLE FORM BY FACSIMILE
MACHINE, RESPECTIVELY, OR IF MAILED, UPON THE THIRD BUSINESS DAY AFTER THE DATE
DEPOSITED INTO THE U.S. MAIL, OR IF DELIVERED, UPON DELIVERY; EXCEPT THAT
NOTICES PURSUANT TO ARTICLE II OR IX SHALL NOT BE EFFECTIVE UNTIL ACTUALLY
RECEIVED BY THE ADMINISTRATIVE AGENT.
(C)
ANY AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS HEREIN
TO RECEIVE CERTAIN NOTICES BY TELEPHONE OR FACSIMILE IS SOLELY FOR THE
CONVENIENCE AND AT THE REQUEST OF THE COMPANY.
THE ADMINISTRATIVE AGENT AND THE
LENDERS SHALL BE ENTITLED TO RELY ON THE AUTHORITY OF ANY PERSON PURPORTING TO
BE A PERSON AUTHORIZED BY THE COMPANY TO GIVE SUCH NOTICE AND THE ADMINISTRATIVE
AGENT AND THE LENDERS SHALL NOT HAVE ANY LIABILITY TO THE COMPANY OR OTHER
PERSON ON ACCOUNT OF ANY ACTION TAKEN OR NOT TAKEN BY THE ADMINISTRATIVE AGENT
OR THE LENDERS IN RELIANCE UPON SUCH TELEPHONIC OR FACSIMILE NOTICE.
THE
OBLIGATION OF THE COMPANY TO REPAY THE LOANS SHALL NOT BE AFFECTED IN ANY WAY OR
TO ANY EXTENT BY ANY FAILURE BY THE ADMINISTRATIVE AGENT AND THE LENDERS TO
RECEIVE WRITTEN CONFIRMATION OF ANY TELEPHONIC OR FACSIMILE NOTICE OR THE
RECEIPT BY THE ADMINISTRATIVE AGENT AND THE LENDERS OF A CONFIRMATION WHICH IS
AT VARIANCE WITH THE TERMS UNDERSTOOD BY THE ADMINISTRATIVE AGENT AND THE
LENDERS TO BE CONTAINED IN THE TELEPHONIC OR FACSIMILE NOTICE.
11.3
No Waiver; Cumulative Remedies.
No failure to
exercise and no delay in exercising, on the part of the Administrative Agent or
any Lender, 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.
11.4
Costs and Expenses.
The Company shall:
(A)
WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY ARE
CONSUMMATED, PAY OR REIMBURSE THE ADMINISTRATIVE AGENT WITHIN FIVE BUSINESS DAYS
AFTER DEMAND (SUBJECT TO SECTION 5.3(C)) FOR ALL REASONABLE COSTS AND EXPENSES
INCURRED BY THE ADMINISTRATIVE AGENT OR ANY OTHER AGENT, THE LENDERS OR ANY OF
THEIR AFFILIATES IN CONNECTION WITH THE SYNDICATIONS OF THE EXTENSIONS OF CREDIT
HEREUNDER (OTHER THAN FEES PAYABLE TO SYNDICATE MEMBERS) AND THE DEVELOPMENT,
PREPARATION, DELIVERY, ADMINISTRATION AND EXECUTION OF, AND ANY AMENDMENT,
SUPPLEMENT, WAIVER OR MODIFICATION TO (IN EACH CASE, WHETHER OR NOT
CONSUMMATED), THIS AGREEMENT, ANY LOAN DOCUMENT AND ANY OTHER DOCUMENTS PREPARED
IN CONNECTION HEREWITH OR THEREWITH, THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, AND THE SYNDICATION OF THE CREDIT FACILITIES
PROVIDED HEREIN, INCLUDING ATTORNEY COSTS INCURRED BY THE ANY SUCH PERSON WITH
RESPECT THERETO EXCEPT SUCH COSTS AND EXPENSES AS MAY BE INCURRED BY THE
ASSIGNOR LENDERS OR ASSIGNEE UNDER SECTION 11.8(A); AND
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(B)
PAY OR REIMBURSE THE ADMINISTRATIVE AGENT, ANY OTHER