THE COMPANY
AND THE BANK.
13.5
REGULATION U.
THE BANK REPRESENTS THAT IT IN GOOD FAITH IS NOT
RELYING, EITHER DIRECTLY OR INDIRECTLY, UPON ANY MARGIN STOCK AS COLLATERAL
SECURITY FOR THE EXTENSION OR MAINTENANCE BY IT OF ANY CREDIT PROVIDED FOR IN
THIS AGREEMENT.
13.6
COSTS, EXPENSES AND TAXES.
THE COMPANY AGREES TO PAY ON DEMAND ALL
REASONABLE OUT-OF-POCKET COSTS AND EXPENSES OF THE BANK (INCLUDING ATTORNEY
COSTS) IN CONNECTION WITH THE PREPARATION, EXECUTION, DELIVERY AND
ADMINISTRATION 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), AND ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING
ATTORNEY COSTS) INCURRED BY THE BANK AFTER AN EVENT OF DEFAULT IN CONNECTION
WITH THE ENFORCEMENT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY SUCH
OTHER DOCUMENTS.
IN ADDITION, THE COMPANY AGREES TO PAY, AND TO SAVE THE BANK
HARMLESS FROM ALL LIABILITY FOR, (A) ANY STAMP OR OTHER TAXES (EXCLUDING INCOME
TAXES AND FRANCHISE TAXES BASED ON NET INCOME) WHICH MAY BE PAYABLE IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWINGS
HEREUNDER, THE ISSUANCE OF THE NOTES OR THE EXECUTION AND DELIVERY OF ANY OTHER
LOAN DOCUMENT OR ANY OTHER DOCUMENT PROVIDED FOR HEREIN OR DELIVERED OR TO BE
DELIVERED HEREUNDER OR IN CONNECTION HEREWITH AND (B) ANY FEES OF THE COMPANY'S
AUDITORS IN CONNECTION WITH ANY REASONABLE EXERCISE BY THE BANK OF ITS RIGHTS
PURSUANT TO SECTION 10.2.
ALL OBLIGATIONS PROVIDED FOR IN THIS SECTION 13.6
SHALL SURVIVE REPAYMENT OF THE LOANS OR CANCELLATION OF THE NOTES AND
TERMINATION OF THIS AGREEMENT.
13.7
CAPTIONS.
SECTION CAPTIONS USED IN THIS AGREEMENT ARE FOR
CONVENIENCE ONLY AND SHALL NOT AFFECT THE CONSTRUCTION OF THIS AGREEMENT.
13.8
ASSIGNMENTS; PARTICIPATIONS.
34
13.8.1
ASSIGNMENTS.
THE BANK MAY, WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY, AT ANY TIME ASSIGN AND DELEGATE TO ONE OR MORE COMMERCIAL BANKS OR
OTHER PERSONS (ANY PERSON TO WHOM SUCH AN ASSIGNMENT AND DELEGATION IS TO BE
MADE BEING HEREIN CALLED AN "ASSIGNEE") ALL OR ANY FRACTION OF THE BANK'S LOANS
AND COMMITMENT (WHICH ASSIGNMENT AND DELEGATION SHALL BE OF A CONSTANT, AND NOT
A VARYING, PERCENTAGE OF ALL THE ASSIGNING BANK'S LOANS AND COMMITMENT);
PROVIDED THAT (A) NO ASSIGNMENT AND DELEGATION MAY BE MADE TO ANY PERSON IF, AT
THE TIME OF SUCH ASSIGNMENT AND DELEGATION, THE COMPANY WOULD BE OBLIGATED TO
PAY ANY GREATER AMOUNT UNDER SECTION 7.6 OR SECTION 8 TO THE ASSIGNEE THAN THE
COMPANY IS THEN OBLIGATED TO PAY TO THE ASSIGNING BANK UNDER SUCH SECTIONS (AND
IF ANY ASSIGNMENT IS MADE IN VIOLATION OF THE FOREGOING, THE COMPANY WILL NOT BE
REQUIRED TO PAY THE INCREMENTAL AMOUNTS) AND (B) THE COMPANY AND THE BANK SHALL
BE ENTITLED TO CONTINUE TO DEAL SOLELY AND DIRECTLY WITH THE SUCH BANK IN
CONNECTION WITH THE INTERESTS SO ASSIGNED AND DELEGATED TO AN ASSIGNEE UNTIL THE
DATE WHEN ALL