and a rating of Baa2 or higher from Moody's at the date
that it becomes a Lender and in each case of clauses (a) and (b), which, through
its applicable lending office, is capable of lending to Borrower without the
imposition of any withholding or similar taxes; provided that no person proposed
to become a Lender after the Closing Date and determined by Agent to be acting
in the capacity of a vulture fund or distressed debt purchaser shall be a
Qualified Assignee, and no person or Affiliate of such person proposed to become
a Lender after the Closing Date and that holds any subordinated debt or stock
issued by Borrower shall be a Qualified Assignee.
10.2.
NOTICES.
ALL NOTICES, REQUESTS OR OTHER COMMUNICATIONS GIVEN IN
CONNECTION WITH THIS AGREEMENT SHALL BE IN WRITING, SHALL BE ADDRESSED TO THE
PARTIES AT THEIR RESPECTIVE ADDRESSES SET FORTH ON THE SIGNATURE PAGES HERETO
BELOW SUCH PARTIES' NAME OR IN THE MOST RECENT ASSIGNMENT AGREEMENT EXECUTED BY
ANY LENDER (UNLESS AND UNTIL A DIFFERENT ADDRESS MAY BE SPECIFIED IN A WRITTEN
NOTICE TO THE OTHER PARTY DELIVERED IN ACCORDANCE WITH THIS SECTION), AND SHALL
BE DEEMED GIVEN (A) ON THE DATE OF RECEIPT IF DELIVERED BY HAND, (B) ON THE DATE
OF SENDER'S RECEIPT OF CONFIRMATION OF PROPER TRANSMISSION IF
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SENT BY FACSIMILE TRANSMISSION, (C) ON THE NEXT BUSINESS DAY AFTER BEING SENT BY
A NATIONALLY-RECOGNIZED OVERNIGHT COURIER, AND (D) ON THE FOURTH BUSINESS DAY
AFTER BEING SENT BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID.
AS USED
HEREIN, THE TERM "BUSINESS DAY" MEANS AND INCLUDES ANY DAY OTHER THAN SATURDAYS,
SUNDAYS, OR OTHER DAYS ON WHICH COMMERCIAL BANKS IN NEW YORK, NEW YORK ARE
REQUIRED OR AUTHORIZED TO BE CLOSED.
10.3.
CORRECTION OF DEBT DOCUMENTS.
AGENT MAY CORRECT PATENT ERRORS AND FILL
IN ALL BLANKS IN THIS AGREEMENT OR THE DEBT DOCUMENTS CONSISTENT WITH THE
AGREEMENT OF THE PARTIES.
10.4.
PERFORMANCE.
TIME IS OF THE ESSENCE OF THIS AGREEMENT.
THIS AGREEMENT
SHALL BE BINDING, JOINTLY AND SEVERALLY, UPON ALL PARTIES DESCRIBED AS THE
"BORROWER" AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, AND SHALL INURE TO THE
BENEFIT OF AGENT, LENDERS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
10.5.
PAYMENT OF FEES AND EXPENSES.
LOAN PARTIES AGREE, JOINTLY AND
SEVERALLY, TO PAY OR REIMBURSE UPON DEMAND FOR ALL REASONABLE FEES, COSTS AND
EXPENSES INCURRED BY AGENT AND LENDERS IN CONNECTION WITH (A) THE INVESTIGATION,
PREPARATION, NEGOTIATION, EXECUTION, ADMINISTRATION OF, OR ANY AMENDMENT,
MODIFICATION, WAIVER OR TERMINATION OF, THIS AGREEMENT OR ANY OTHER DEBT
DOCUMENT, (B) THE ADMINISTRATION OF THE LOANS AND THE FACILITIES HEREUNDER AND
ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR UNDER THE DEBT DOCUMENTS AND
(C) THE ENFORCEMENT, ASSERTION, DEFENSE OR PRESERVATION OF AGENT'S AND LENDERS'
RIGHTS AND REMEDIES UNDER THIS AGREEMENT OR ANY OTHER DEBT DOCUMENT, IN EACH
CASE OF CLAUSES (A) THROUGH (C), INCLUDING, WITHOUT LIMITATION, REASONABLE
ATTORNEY'S FEES AND EXPENSES, THE ALLOCATED COST OF IN-HOUSE LEGAL COUNSEL,
REASONABLE FEES AND EXPENSES OF CONSULTANTS, AUDITORS AND APPRAISERS AND UCC AND
OTHER