LENDER.
ALL NOTICES, FINANCIAL
INFORMATION, OR OTHER BUSINESS RECORDS SENT BY EITHER PARTY TO THIS AGREEMENT
MAY BE TRANSMITTED, SENT, OR OTHERWISE COMMUNICATED VIA SUCH MEDIUM AS THE
SENDING PARTY MAY DEEM APPROPRIATE AND COMMERCIALLY REASONABLE; PROVIDED,
HOWEVER, THAT THE RISK THAT THE CONFIDENTIALITY OR PRIVACY OF SUCH NOTICES,
FINANCIAL INFORMATION, OR OTHER BUSINESS RECORDS SENT BY THE BORROWER MAY BE
COMPROMISED SHALL BE BORNE EXCLUSIVELY BY THE BORROWER.
SECTION 7.4
FURTHER DOCUMENTS.
THE BORROWER WILL FROM TIME TO TIME
EXECUTE, DELIVER, ENDORSE AND AUTHORIZE THE FILING OF ANY AND ALL INSTRUMENTS,
DOCUMENTS, CONVEYANCES, ASSIGNMENTS, SECURITY AGREEMENTS, FINANCING STATEMENTS,
CONTROL AGREEMENTS AND OTHER AGREEMENTS AND WRITINGS THAT THE LENDER MAY
REASONABLY REQUEST IN ORDER TO SECURE, PROTECT, PERFECT OR ENFORCE THE LENDER'S
RIGHTS UNDER THE LOAN DOCUMENTS (BUT ANY FAILURE TO REQUEST
12
OR ASSURE THAT THE BORROWER EXECUTES, DELIVERS, ENDORSES OR AUTHORIZES THE
FILING OF ANY SUCH ITEM SHALL NOT AFFECT OR IMPAIR THE VALIDITY, SUFFICIENCY OR
ENFORCEABILITY OF THE LOAN DOCUMENTS, REGARDLESS OF WHETHER ANY SUCH ITEM WAS OR
WAS NOT EXECUTED, DELIVERED OR ENDORSED IN A SIMILAR CONTEXT OR ON A PRIOR
OCCASION).
SECTION 7.5
COSTS AND EXPENSES.
THE BORROWER SHALL PAY ON DEMAND
ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BY THE
LENDER IN CONNECTION WITH THE OBLIGATIONS, THIS AGREEMENT, THE LOAN DOCUMENTS,
AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ALL SUCH COSTS, EXPENSES AND
FEES INCURRED IN CONNECTION WITH THE NEGOTIATION, PREPARATION, EXECUTION,
AMENDMENT, ADMINISTRATION, PERFORMANCE, COLLECTION AND ENFORCEMENT OF THE
OBLIGATIONS AND ALL SUCH DOCUMENTS AND AGREEMENTS.
SECTION 7.6
EXECUTION IN COUNTERPARTS; TELEFACSIMILE EXECUTION.
THIS AGREEMENT AND OTHER LOAN DOCUMENTS MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE
AN ORIGINAL AND ALL OF WHICH COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE BUT
ONE AND THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF THIS
AGREEMENT BY TELEFACSIMILE SHALL BE EQUALLY AS EFFECTIVE AS DELIVERY OF AN
ORIGINAL EXECUTED COUNTERPART OF THIS AGREEMENT.
ANY PARTY DELIVERING AN
EXECUTED COUNTERPART OF THIS AGREEMENT BY TELEFACSIMILE ALSO SHALL DELIVER AN
ORIGINAL EXECUTED COUNTERPART OF THIS AGREEMENT BUT THE FAILURE TO DELIVER AN
ORIGINAL EXECUTED COUNTERPART SHALL NOT AFFECT THE VALIDITY, ENFORCEABILITY, AND
BINDING EFFECT OF THIS AGREEMENT.
SECTION 7.7
BINDING EFFECT; ASSIGNMENT; COMPLETE AGREEMENT; SHARING
INFORMATION.
THE LOAN DOCUMENTS SHALL BE BINDING UPON AND INURE TO THE BENEFIT
OF THE BORROWER AND THE LENDER AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS,
EXCEPT THAT THE BORROWER SHALL NOT HAVE THE RIGHT TO ASSIGN ITS RIGHTS
THEREUNDER OR ANY INTEREST THEREIN WITHOUT THE LENDER'S PRIOR WRITTEN CONSENT.
TO THE EXTENT PERMITTED BY LAW, THE BORROWER WAIVES AND WILL NOT ASSERT AGAINST
ANY ASSIGNEE ANY CLAIMS, DEFENSES OR SET-OFFS WHICH THE BORROWER COULD ASSERT
AGAINST THE LENDER.
THIS AGREEMENT SHALL ALSO BIND ALL PERSONS WHO BECOME A
PARTY TO THIS AGREEMENT AS A BORROWER.
THIS AGREEMENT, TOGETHER WITH THE LOAN
DOCUMENTS, COMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE
SUBJECT MATTER HEREOF AND SUPERSEDES ALL