IS DIRECTED AT ITS ADDRESS DETERMINED AS PROVIDED IN THIS SECTION.
ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE GIVEN IF TO
BORROWER, AT THE ADDRESS SPECIFIED ON SCHEDULE 9.1, AND IF TO LENDER, AT THE
ADDRESS SPECIFIED ON SCHEDULE 9.1.
(B)
ANY PARTY HERETO MAY CHANGE THE ADDRESS TO
WHICH NOTICES SHALL BE DIRECTED BY GIVING TEN DAYS' WRITTEN NOTICE OF SUCH
CHANGE TO THE OTHER PARTIES.
45
9.2
EXPENSES.
BORROWER SHALL PROMPTLY PAY:
(A)
ALL REASONABLE OUT-OF-POCKET EXPENSES AND
REASONABLE ATTORNEY COSTS OF LENDER IN CONNECTION WITH THE PREPARATION,
NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THEREUNDER, THE MAKING OF
THE ADVANCE LOANS HEREUNDER, AND THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF ANY WAIVER, AMENDMENT OR CONSENT BY LENDER RELATING TO THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS; AND
(B)
ALL REASONABLE COSTS, OUT-OF-POCKET EXPENSES
AND REASONABLE ATTORNEY COSTS OF LENDER INCURRED FOR ENFORCEMENT, COLLECTION,
RESTRUCTURING, REFINANCING AND "WORK-OUT", OR OTHERWISE INCURRED IN OBTAINING
PERFORMANCE UNDER THE LOAN DOCUMENTS, AND ALL REASONABLE COSTS AND OUT-OF-POCKET
EXPENSES OF COLLECTION IF DEFAULT IS MADE IN THE PAYMENT OF THE ADVANCE NOTE OR
OTHER OBLIGATIONS WHICH IN EACH CASE SHALL INCLUDE WITHOUT LIMITATION REASONABLE
FEES AND EXPENSES OF CONSULTANTS, COUNSEL FOR LENDER, AND ADMINISTRATIVE FEES
FOR LENDER.
9.3
WAIVERS.
THE RIGHTS AND REMEDIES OF LENDER
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CUMULATIVE AND NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH IT WOULD OTHERWISE HAVE.
NO FAILURE
OR DELAY BY LENDER IN EXERCISING ANY RIGHT SHALL OPERATE AS A WAIVER OF SUCH
RIGHT.
ANY WAIVER OR INDULGENCE GRANTED BY LENDER SHALL NOT CONSTITUTE A
MODIFICATION OF ANY LOAN DOCUMENT, EXCEPT TO THE EXTENT EXPRESSLY PROVIDED IN
SUCH WRITTEN WAIVER OR INDULGENCE, OR CONSTITUTE A COURSE OF DEALING BY LENDER
AT VARIANCE WITH THE TERMS OF ANY LOAN DOCUMENT SUCH AS TO REQUIRE FURTHER
NOTICE BY LENDER OF LENDER'S INTENT TO REQUIRE STRICT ADHERENCE TO THE TERMS OF
SUCH LOAN DOCUMENT IN THE FUTURE.
ANY SUCH ACTIONS SHALL NOT IN ANY WAY AFFECT
THE ABILITY OF LENDER, IN ITS DISCRETION, TO EXERCISE ANY RIGHTS AVAILABLE TO IT
UNDER THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR UNDER ANY OTHER AGREEMENT,
WHETHER OR NOT LENDER IS A PARTY THERETO, RELATING TO BORROWER, ITS SUBSIDIARIES
OR OTHER OBLIGORS.
9.4
DETERMINATIONS BY LENDER.
ANY MATERIAL
DETERMINATION REQUIRED OR EXPRESSLY PERMITTED TO BE MADE BY LENDER UNDER THIS
AGREEMENT SHALL BE MADE IN ITS REASONABLE JUDGMENT AND IN GOOD FAITH, AND SHALL
WHEN MADE CONSTITUTE PRIMA FACIE EVIDENCE AS TO THE ACCURACY THEREOF.
UPON
BORROWER'S REASONABLE REQUEST, LENDER SHALL PROVIDE TO BORROWER A WRITTEN
EXPLANATION IN REASONABLE DETAIL OF THE BASIS OF LENDER'S DETERMINATION;
PROVIDED, ANY FAILURE TO DELIVER SUCH EXPLANATION SHALL NOT IMPAIR ANY RIGHT OF
LENDER.
9.5
SET-OFF.
IN ADDITION TO ANY RIGHTS NOW OR
HEREAFTER GRANTED UNDER LAW AND NOT BY WAY OF LIMITATION OF ANY SUCH RIGHTS,
DURING THE EXISTENCE OF AN EVENT OF DEFAULT, LENDER