MAIL, CERTIFIED
OR REGISTERED; EXCEPT THAT NOTICES PURSUANT TO ARTICLE I SHALL NOT BE EFFECTIVE
UNTIL ACTUALLY RECEIVED BY THE AGENT.
(C)
THE BORROWER ACKNOWLEDGES AND AGREES THAT
ANY AGREEMENT OF THE AGENT AND THE LENDERS IN ARTICLE I HEREOF TO RECEIVE
CERTAIN NOTICES BY TELEPHONE AND FACSIMILE TRANSMISSION IS SOLELY FOR THE
CONVENIENCE AND AT THE REQUEST OF THE BORROWER.
THE AGENT AND THE LENDERS SHALL
BE ENTITLED TO RELY ON THE AUTHORITY OF ANY PERSON PURPORTING TO BE A PERSON
AUTHORIZED BY THE BORROWER TO GIVE SUCH NOTICE AND THE AGENT AND THE LENDERS
SHALL NOT HAVE ANY LIABILITY TO THE BORROWER OR OTHER PERSONS ON ACCOUNT OF ANY
ACTION TAKEN OR NOT TAKEN BY THE AGENT OR THE LENDERS IN RELIANCE UPON SUCH
TELEPHONIC OR FACSIMILE NOTICE.
THE OBLIGATION OF THE BORROWER TO REPAY THE
LOANS SHALL NOT BE AFFECTED IN ANY WAY OR TO ANY EXTENT BY ANY FAILURE BY THE
AGENT AND THE LENDERS TO RECEIVE WRITTEN CONFIRMATION OF ANY TELEPHONIC OR
FACSIMILE NOTICE OR THE RECEIPT BY THE AGENT AND THE LENDERS OF A CONFIRMATION
WHICH IS AT VARIANCE WITH THE TERMS UNDERSTOOD BY THE AGENT AND THE LENDERS TO
BE CONTAINED IN THE TELEPHONIC OR FACSIMILE NOTICE.
9.3
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE
TO EXERCISE AND NO DELAY IN EXERCISING, ON THE PART OF THE 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.
NO COURSE OF DEALING
BETWEEN THE BORROWER, ANY AFFILIATE OF THE BORROWER, AGENT OR ANY LENDER SHALL
BE EFFECTIVE TO AMEND, MODIFY OR DISCHARGE ANY PROVISION OF THIS AGREEMENT OR
ANY OF THE OTHER LOAN DOCUMENTS.
9.4
COSTS AND EXPENSES.
WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED, THE BORROWER SHALL PAY OR
REIMBURSE:
60
(A)
ANTARES (INCLUDING IN ITS CAPACITY AS
AGENT) WITHIN FIVE (5) BUSINESS DAYS AFTER DEMAND (EXCEPT AS OTHERWISE PROVIDED
IN SUBSECTION 2.1(F)) FOR ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES
INCURRED BY ANTARES (INCLUDING IN ITS CAPACITY AS AGENT) IN CONNECTION WITH THE
DEVELOPMENT, PREPARATION, SYNDICATION, DELIVERY, ADMINISTRATION AND EXECUTION
OF, AND ANY AMENDMENT, SUPPLEMENT, WAIVER OR MODIFICATION TO (IN EACH CASE,
WHETHER OR NOT CONSUMMATED), THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY
OTHER DOCUMENTS PREPARED IN CONNECTION HEREWITH OR THEREWITH, AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING THE
ATTORNEY COSTS INCURRED BY ANTARES (INCLUDING IN ITS CAPACITY AS AGENT) WITH
RESPECT THERETO AND FOR ALL OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY IT IN
CONNECTION WITH THE ENFORCEMENT, ATTEMPTED ENFORCEMENT, OR PRESERVATION OF ANY
RIGHTS OR REMEDIES DURING THE EXISTENCE OF AN EVENT OF DEFAULT (INCLUDING IN
CONNECTION WITH ANY "WORKOUT" OR RESTRUCTURING REGARDING THE LOANS, AND
INCLUDING IN ANY INSOLVENCY PROCEEDING OR APPELLATE PROCEEDING) UNDER THIS
AGREEMENT, ANY OTHER LOAN DOCUMENT, AND ANY SUCH