MADE
IN A MANNER SPECIFIED HEREIN, WERE INCOMPLETE OR WERE NOT PRECEDED OR FOLLOWED
BY ANY OTHER FORM OF NOTICE SPECIFIED HEREIN, OR (II) THE TERMS THEREOF, AS
UNDERSTOOD BY THE RECIPIENT, VARIED FROM ANY CONFIRMATION THEREOF.
THE
BORROWERS SHALL INDEMNIFY EACH AGENT-RELATED PERSON AND EACH LENDER FROM ALL
LOSSES, COSTS, EXPENSES AND LIABILITIES RESULTING FROM THE RELIANCE BY SUCH
PERSON ON EACH NOTICE PURPORTEDLY DELIVERED BY OR ON BEHALF OF ANY LOAN PARTY OR
THE BORROWER REPRESENTATIVE. ALL TELEPHONIC NOTICES TO AND OTHER
121
COMMUNICATIONS WITH THE ADMINISTRATIVE AGENT MAY BE RECORDED BY THE
ADMINISTRATIVE AGENT, AND EACH OF THE PARTIES HERETO HEREBY CONSENTS TO SUCH
RECORDING.
(E)
DEEMED CONSENT.
IF A LENDER'S CONSENT TO A WAIVER, AMENDMENT OR
OTHER COURSE OF ACTION IS REQUIRED UNDER THE TERMS OF THIS AGREEMENT AND SUCH
LENDER DOES NOT RESPOND TO ANY REQUEST BY THE ADMINISTRATIVE AGENT FOR SUCH
CONSENT WITHIN TEN (10) BUSINESS DAYS AFTER THE DATE OF THE RECEIPT BY THE
LENDER OF SUCH REQUEST, SUCH FAILURE TO RESPOND SHALL BE DEEMED A CONSENT TO THE
REQUESTED COURSE OF ACTION.
SECTION 12.03
NO WAIVER; CUMULATIVE REMEDIES.
NO FAILURE BY ANY
LENDER OR THE ADMINISTRATIVE AGENT TO EXERCISE, AND NO DELAY BY ANY SUCH PERSON
IN EXERCISING, 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.
THE RIGHTS,
REMEDIES, POWERS AND PRIVILEGES HEREIN PROVIDED ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS, REMEDIES, POWERS AND PRIVILEGES PROVIDED BY LAW.
SECTION 12.04
ATTORNEY COSTS, EXPENSES AND TAXES.
THE BORROWERS
AGREE (A) TO PAY OR REIMBURSE THE ADMINISTRATIVE AGENT FOR ALL REASONABLE
OUT-OF-POCKET COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE DEVELOPMENT,
PREPARATION, NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS AND ANY AMENDMENT, WAIVER, CONSENT OR OTHER MODIFICATION OF THE
PROVISIONS HEREOF AND THEREOF (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY ARE CONSUMMATED), AND THE CONSUMMATION AND ADMINISTRATION OF
THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING ALL ATTORNEY COSTS
AND REASONABLE OUT-OF-POCKET COSTS AND EXPENSES IN CONNECTION WITH THE USE OF
INTRALINKS, SYNDTRAK, STUCKYNET, OR OTHER SIMILAR INFORMATION TRANSMISSION
SYSTEMS IN CONNECTION WITH THIS AGREEMENT, AND (B) TO PAY OR REIMBURSE THE
ADMINISTRATIVE AGENT AND EACH LENDER FOR ALL REASONABLE OUT-OF-POCKET COSTS AND
EXPENSES INCURRED IN CONNECTION WITH THE ENFORCEMENT, ATTEMPTED ENFORCEMENT, OR
PRESERVATION OF ANY RIGHTS OR REMEDIES UNDER THIS AGREEMENT OR THE OTHER LOAN
DOCUMENTS (INCLUDING ALL SUCH COSTS AND EXPENSES INCURRED DURING ANY "WORKOUT"
OR RESTRUCTURING IN RESPECT OF THE OBLIGATIONS AND DURING ANY LEGAL PROCEEDING,
INCLUDING ANY PROCEEDING UNDER ANY DEBTOR RELIEF LAW), INCLUDING ALL ATTORNEY
COSTS AND FEES, COSTS AND EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT PURSUANT
TO THE COLLATERAL DOCUMENTS.
THE FOREGOING COSTS AND EXPENSES SHALL INCLUDE ALL
SEARCH, FILING, RECORDING, TITLE INSURANCE AND APPRAISAL CHARGES AND FEES AND
TAXES RELATED THERETO, AND