ANY AND
ALL DEPOSITS (GENERAL OR SPECIAL BUT NOT TRUST ACCOUNTS) AND ANY OTHER
INDEBTEDNESS AT ANY TIME HELD OR OWING BY SUCH LENDER (INCLUDING, WITHOUT
LIMITATION, BY BRANCHES AND AGENCIES OF SUCH LENDER WHEREVER LOCATED) TO OR FOR
THE CREDIT OR THE ACCOUNT OF ANY CREDIT PARTY AGAINST AND ON ACCOUNT OF THE
OBLIGATIONS AND LIABILITIES OF SUCH CREDIT PARTY TO SUCH LENDER UNDER THIS
AGREEMENT OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, ALL INTERESTS IN OBLIGATIONS OF SUCH CREDIT PARTY PURCHASED BY SUCH
LENDER PURSUANT TO SECTION 12.06(B), AND ALL OTHER CLAIMS OF ANY NATURE OR
DESCRIPTION ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR ANY OTHER CREDIT
DOCUMENT, IRRESPECTIVE OF WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND
HEREUNDER AND ALTHOUGH SAID OBLIGATIONS, LIABILITIES OR CLAIMS, OR ANY OF THEM,
SHALL BE CONTINGENT OR UNMATURED.
12.03
NOTICES.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, ALL NOTICES AND
OTHER COMMUNICATIONS PROVIDED FOR HEREUNDER SHALL BE IN WRITING (INCLUDING
TELEGRAPHIC, TELEX, TELECOPIER, FACSIMILE OR CABLE COMMUNICATION) AND MAILED,
TELEGRAPHED, TELEXED, TELECOPIED, FAXED, CABLED OR DELIVERED, IF TO A CREDIT
PARTY, C/O REXNORD CORPORATION, 4701 WEST GREENFIELD AVENUE, MILWAUKEE,
WISCONSIN, 53214, ATTENTION: CHIEF FINANCIAL OFFICER, TELEPHONE: (414) 643-3000,
TELECOPIER: (414) 643-3078; IF TO THE ADMINISTRATIVE AGENT OR THE COLLATERAL
AGENT, AT ITS ADDRESS, FACSIMILE NUMBER OR TELEPHONE NUMBER SPECIFIED FOR SUCH
PERSON ON CREDIT NOTICES IN THE DEFINITION OF NOTICE ADDRESS HERETO; IF TO ANY
OTHER LENDER, TO THE ADDRESS, FACSIMILE NUMBER OR TELEPHONE NUMBER SPECIFIED IN
THE ADMINISTRATIVE QUESTIONNAIRE; OR, AT SUCH OTHER ADDRESS AS SHALL BE
DESIGNATED BY ANY PARTY IN A WRITTEN NOTICE TO THE OTHER PARTIES HERETO.
ALL
SUCH NOTICES AND COMMUNICATIONS SHALL BE MAILED, TELEGRAPHED, TELEXED,
TELECOPIED, OR CABLED OR SENT BY OVERNIGHT COURIER, AND SHALL BE EFFECTIVE WHEN
RECEIVED.
12.04
SUCCESSORS AND ASSIGNS.
(A)
THE PROVISIONS OF THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS PERMITTED HEREBY, EXCEPT THAT NEITHER HOLDINGS NOR THE
BORROWER MAY ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS
HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF EACH LENDER (IT BEING UNDERSTOOD
THAT HOLDINGS MAY BE RELEASED FROM THE HOLDINGS GUARANTY AND THE SECURITY
DOCUMENTS TO WHICH IT IS A PARTY (X) IN CONNECTION WITH THE CONSUMMATION OF A
QUALIFIED PUBLIC OFFERING SO LONG AS THE CONSENT OF THE REQUIRED LENDERS THERETO
IS OBTAINED OR (Y) AFTER THE ESTABLISHMENT OF INTERMEDIATE HOLDCO, PROVIDED THAT
INTERMEDIATE HOLDCO HAS TAKEN ALL ACTION REQUIRED BY SECTION 7.10) AND NO LENDER
MAY ASSIGN OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER
EXCEPT (I) TO AN ELIGIBLE TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS OF
SUBSECTION (B) OF THIS SECTION 12.04, (II) BY WAY OF PARTICIPATION IN ACCORDANCE
WITH THE PROVISIONS OF SUBSECTION (D) OF THIS SECTION 12.04, OR (III) BY WAY OF
PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST SUBJECT TO THE RESTRICTIONS OF
SUBSECTION (F) OF THIS SECTION 12.04 (AND ANY OTHER