telephonic instructions from
any person that the Administrative Agent in good faith believes is an authorized
officer or employee of the Company, and the Loan Parties shall hold the
Administrative Agent and each other Lender harmless from any loss, cost or
expense resulting from any such reliance.
15.4
COMPUTATIONS.
WHERE THE CHARACTER OR AMOUNT OF ANY ASSET OR
LIABILITY OR ITEM OF INCOME OR EXPENSE IS REQUIRED TO BE DETERMINED, OR ANY
CONSOLIDATION OR OTHER ACCOUNTING COMPUTATION IS REQUIRED TO BE MADE, FOR THE
PURPOSE OF THIS AGREEMENT, SUCH DETERMINATION OR CALCULATION SHALL, TO THE
EXTENT APPLICABLE AND EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, BE MADE
IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED; PROVIDED THAT IF THE COMPANY
NOTIFIES THE ADMINISTRATIVE AGENT THAT THE COMPANY WISHES TO AMEND ANY COVENANT
IN SECTIONS 10 OR 11.14 (OR ANY RELATED DEFINITION) TO ELIMINATE OR TO TAKE INTO
ACCOUNT THE EFFECT OF ANY CHANGE IN GAAP ON THE OPERATION OF SUCH COVENANT (OR
IF THE ADMINISTRATIVE AGENT NOTIFIES THE COMPANY THAT THE REQUIRED LENDERS WISH
TO AMEND SECTIONS 10 OR 11.14 (OR ANY RELATED DEFINITION) FOR SUCH PURPOSE),
THEN THE COMPANY'S COMPLIANCE WITH SUCH COVENANT SHALL BE DETERMINED ON THE
BASIS OF GAAP IN EFFECT IMMEDIATELY BEFORE THE RELEVANT CHANGE IN GAAP BECAME
EFFECTIVE, UNTIL EITHER SUCH NOTICE IS WITHDRAWN OR SUCH COVENANT (OR RELATED
DEFINITION) IS AMENDED IN A MANNER SATISFACTORY TO THE COMPANY AND THE REQUIRED
LENDERS.
15.5
COSTS, EXPENSES AND TAXES.
THE LOAN PARTIES AGREE TO PAY ON
DEMAND ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE ADMINISTRATIVE
AGENT (INCLUDING ATTORNEY COSTS, WHICH SHALL BE LIMITED TO $40,000, AND ANY
TAXES) IN CONNECTION WITH THE PREPARATION, EXECUTION, SYNDICATION, DELIVERY AND
ADMINISTRATION (INCLUDING PERFECTION AND PROTECTION OF ANY COLLATERAL AND THE
COSTS OF INTRALINKS (OR OTHER SIMILAR SERVICE), IF APPLICABLE) OF THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL OTHER DOCUMENTS PROVIDED FOR HEREIN
OR DELIVERED OR TO BE DELIVERED HEREUNDER OR IN CONNECTION HEREWITH (INCLUDING
ANY AMENDMENT, SUPPLEMENT OR WAIVER TO ANY LOAN DOCUMENT), WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY SHALL BE CONSUMMATED, AND ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING ATTORNEY COSTS AND ANY
TAXES) INCURRED BY THE ADMINISTRATIVE AGENT AND EACH LENDER AFTER AN EVENT OF
DEFAULT IN CONNECTION WITH THE COLLECTION OF THE OBLIGATIONS OR THE ENFORCEMENT
OF THIS AGREEMENT THE OTHER LOAN DOCUMENTS OR ANY SUCH OTHER DOCUMENTS OR DURING
ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT THEREOF. IN ADDITION, THE
LOAN PARTIES AGREE TO PAY, AND TO SAVE THE ADMINISTRATIVE AGENT AND THE LENDERS
HARMLESS FROM ALL LIABILITY FOR, ANY FEES OF THE COMPANY'S AUDITORS IN
CONNECTION WITH ANY REASONABLE EXERCISE BY THE ADMINISTRATIVE AGENT AND THE
LENDERS OF THEIR RIGHTS PURSUANT TO SECTION 10.2. ALL OBLIGATIONS PROVIDED FOR
IN THIS SECTION 15.5 SHALL SURVIVE REPAYMENT OF THE LOANS, CANCELLATION OF THE
NOTES, EXPIRATION OR TERMINATION OF THE LETTERS OF CREDIT AND TERMINATION OF
THIS AGREEMENT.
63
15.6
ASSIGNMENTS; PARTICIPATIONS.
15.6.1
ASSIGNMENTS.
(A)
ANY LENDER MAY AT ANY TIME ASSIGN TO