shall be given or
made by telex, telecopy, courier
60
or U.S. Mail or in writing and telexed, telecopied, mailed or delivered to the
intended recipient at the "Address for Notices" specified below its name on the
signature pages hereof or in the Loan Documents, except that for notices and
other communications to the Agent other than payment of money, the Borrower need
only send such notices and communications to the Agent care of the Atlanta
address of SunTrust; or, as to any party, at such other address as shall be
designated by such party in a notice to each other party.
Except as otherwise
provided in this Agreement or in the other Loan Documents, all such
communications shall be deemed to have been duly given when transmitted, if
transmitted before 1:00 p.m. local time on a Business Day (otherwise on the next
succeeding Business Day) by telex or telecopier and evidence or confirmation of
receipt is obtained, or personally delivered or, in the case of a mailed notice,
four Business Days after the date deposited in the mails, postage prepaid, in
each case given or addressed as aforesaid.
SECTION 12.03.
PAYMENT OF EXPENSES, INDEMNITIES, ETC.
(A)
THE BORROWER AGREES:
(I)
WHETHER OR NOT THE TRANSACTIONS HEREBY CONTEMPLATED ARE
CONSUMMATED, TO PAY TO THE EXTENT SET FORTH IN THE COMMITMENT LETTER ALL
REASONABLE EXPENSES OF THE AGENT IN THE ADMINISTRATION (BOTH BEFORE AND AFTER
THE EXECUTION HEREOF AND INCLUDING ADVICE OF COUNSEL AS TO THE RIGHTS AND DUTIES
OF THE AGENT AND THE LENDERS WITH RESPECT THERETO) OF, AND IN CONNECTION WITH
THE NEGOTIATION, SYNDICATION, INVESTIGATION, PREPARATION, EXECUTION AND DELIVERY
OF, RECORDING OR FILING OF, PRESERVATION OF RIGHTS UNDER, ENFORCEMENT OF, AND
REFINANCING, RENEGOTIATION OR RESTRUCTURING OF, THE LOAN DOCUMENTS AND ANY
AMENDMENT, WAIVER OR CONSENT RELATING THERETO (INCLUDING, WITHOUT LIMITATION,
TRAVEL, PHOTOCOPY, MAILING, COURIER, TELEPHONE AND OTHER SIMILAR EXPENSES OF THE
AGENT, THE COST OF ENVIRONMENTAL AUDITS, SURVEYS AND APPRAISALS AT REASONABLE
INTERVALS, THE REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND OTHER OUTSIDE
CONSULTANTS FOR THE AGENT AND, IN THE CASE OF ENFORCEMENT, THE REASONABLE FEES
AND DISBURSEMENTS OF COUNSEL FOR THE AGENT AND ANY OF THE LENDERS); AND PROMPTLY
REIMBURSE THE AGENT FOR ALL AMOUNTS EXPENDED, ADVANCED OR INCURRED BY THE AGENT
OR THE LENDERS TO SATISFY ANY OBLIGATION OF THE BORROWER OR THE GUARANTORS UNDER
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, INCLUDING WITHOUT LIMITATION, ALL
COSTS AND EXPENSES OF FORECLOSURE;
(II)
TO INDEMNIFY THE AGENT AND EACH LENDER AND EACH OF THEIR
AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES,
AGENTS, ATTORNEYS, ACCOUNTANTS AND EXPERTS ("INDEMNIFIED PARTIES") FROM, HOLD
EACH OF THEM HARMLESS AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF
THEM FOR, THE INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR
INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY THERETO)
ASSERTED BY ANY THIRD PARTY OR BY THE BORROWER OR ANY OTHER CREDIT PARTY AS A
RESULT OF, ARISING OUT OF OR