OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
IN MAKING PROOF
OF THIS RATIFICATION AGREEMENT, IT SHALL NOT BE NECESSARY TO PRODUCE OR ACCOUNT
FOR MORE THAN ONE COUNTERPART THEREOF SIGNED BY EACH OF THE PARTIES HERETO.
DELIVERY OF AN EXECUTED COUNTERPART OF THIS RATIFICATION AGREEMENT BY
TELEFACSIMILE SHALL HAVE THE SAME FORCE AND EFFECT AS DELIVERY OF AN ORIGINAL
EXECUTED COUNTERPART OF THIS RATIFICATION AGREEMENT.
ANY PARTY DELIVERING AN
EXECUTED COUNTERPART OF THIS RATIFICATION AGREEMENT BY TELEFACSIMILE ALSO SHALL
DELIVER AN ORIGINAL EXECUTED COUNTERPART OF THIS RATIFICATION AGREEMENT, BUT THE
FAILURE TO DELIVER AN ORIGINAL EXECUTED COUNTERPART SHALL NOT AFFECT THE
VALIDITY, ENFORCEABILITY, AND BINDING EFFECT OF THIS RATIFICATION AGREEMENT AS
TO SUCH PARTY OR ANY OTHER PARTY.
10.5
ADDITIONAL EVENTS OF DEFAULT.
THE PARTIES HERETO ACKNOWLEDGE,
CONFIRM AND AGREE THAT THE FAILURE OF BORROWER OR ANY GUARANTOR TO COMPLY WITH
ANY OF THE COVENANTS, CONDITIONS AND AGREEMENTS CONTAINED HEREIN OR IN ANY OTHER
AGREEMENT, DOCUMENT OR INSTRUMENT AT ANY TIME EXECUTED BY SUCH BORROWER OR
GUARANTOR IN CONNECTION HEREWITH SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE
FINANCING AGREEMENTS.
21
10.6
COSTS AND EXPENSES.
BORROWER SHALL PAY TO LENDER ON DEMAND ALL
COSTS AND EXPENSES THAT LENDER PAYS OR INCURS IN CONNECTION WITH THE
NEGOTIATION, PREPARATION, CONSUMMATION, ADMINISTRATION, ENFORCEMENT, AND
TERMINATION OF THIS RATIFICATION AGREEMENT AND THE OTHER FINANCING AGREEMENTS
AND THE FINANCING ORDER, INCLUDING, WITHOUT LIMITATION: (A) REASONABLE
ATTORNEYS' AND PARALEGALS' FEES AND DISBURSEMENTS OF COUNSEL TO, AND REASONABLE
FEES AND EXPENSES OF CONSULTANTS, ACCOUNTANTS AND OTHER PROFESSIONALS RETAINED
BY, LENDER; (B) COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' AND
PARALEGALS' FEES AND DISBURSEMENTS) FOR ANY AMENDMENT, SUPPLEMENT, WAIVER,
CONSENT, OR SUBSEQUENT CLOSING IN CONNECTION WITH THIS RATIFICATION AGREEMENT,
THE OTHER FINANCING AGREEMENTS, THE FINANCING ORDER AND THE TRANSACTIONS
CONTEMPLATED THEREBY; (C) TAXES, FEES AND OTHER CHARGES FOR RECORDING ANY
AGREEMENTS OR DOCUMENTS WITH ANY GOVERNMENTAL AUTHORITY, AND THE FILING OF UCC
FINANCING STATEMENTS AND CONTINUATIONS, AND OTHER ACTIONS TO PERFECT, PROTECT,
AND CONTINUE THE SECURITY INTERESTS AND LIENS OF LENDER IN THE COLLATERAL; (D)
SUMS PAID OR INCURRED TO PAY ANY AMOUNT OR TAKE ANY ACTION REQUIRED OF BORROWER
AND GUARANTORS UNDER THE FINANCING AGREEMENTS OR THE FINANCING ORDER THAT
BORROWER AND GUARANTORS FAIL TO PAY OR TAKE; (E) COSTS OF APPRAISALS,
INSPECTIONS AND VERIFICATIONS OF THE COLLATERAL AND INCLUDING TRAVEL, LODGING,
AND MEALS FOR INSPECTIONS OF THE COLLATERAL AND THE DEBTORS' OPERATIONS BY
LENDER OR ITS AGENT AND TO ATTEND COURT HEARINGS OR OTHERWISE IN CONNECTION WITH
THE CHAPTER 11 CASES; (F) COSTS AND EXPENSES OF PRESERVING AND PROTECTING THE
COLLATERAL; (G) ALL OUT-OF-POCKET EXPENSES AND COSTS HERETOFORE AND FROM TIME TO
TIME HEREAFTER INCURRED BY THE LENDER DURING THE COURSE OF PERIODIC FIELD
EXAMINATIONS OF THE COLLATERAL AND DEBTORS' OPERATIONS, PLUS A PER DIEM CHARGE
AT THE RATE OF $750 PER PERSON PER DAY FOR LENDER'S EXAMINERS IN THE FIELD AND
OFFICE; AND (H) COSTS AND EXPENSES (INCLUDING ATTORNEYS' AND PARALEGALS' FEES
AND DISBURSEMENTS) PAID OR INCURRED TO OBTAIN PAYMENT OF THE