OF THE ADMINISTRATIVE AGENT, THE ISSUING
BANK AND THE LENDERS PROVIDED HEREIN OR OTHER LOAN DOCUMENT ARE CUMULATIVE AND
NOT EXCLUSIVE OF ANY RIGHT, POWER, PRIVILEGE OR REMEDY PROVIDED BY REQUIREMENT
OF LAW OR EQUITY.
THE TERMS AND CONDITIONS OF ARTICLE IX ARE INSERTED FOR THE
SOLE BENEFIT OF THE ADMINISTRATIVE AGENT, THE ISSUING BANK AND THE LENDERS; THE
SAME MAY BE WAIVED IN WHOLE OR IN PART, WITH OR WITHOUT TERMS OR CONDITIONS, IN
RESPECT OF ANY LOAN WITHOUT PREJUDICING THE ADMINISTRATIVE AGENT'S, THE ISSUING
BANK'S OR THE LENDERS' RIGHTS TO ASSERT THEM IN WHOLE OR IN PART IN RESPECT OF
ANY OTHER LOAN.
SECTION 10.04.
COSTS AND EXPENSES.
THE COMPANY SHALL PAY, WHETHER OR NOT THE
TRANSACTIONS SHALL BE CONSUMMATED:
75
(A)
ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE
ADMINISTRATIVE AGENT AND ITS AFFILIATES (INCLUDING THE REASONABLE FEES, CHARGES
AND DISBURSEMENTS OF COUNSEL FOR THE ADMINISTRATIVE AGENT), J.P. MORGAN
SECURITIES, SALOMON SMITH BARNEY AND CITICORP USA, INC. IN CONNECTION WITH THE
SYNDICATION OF THE CREDIT FACILITIES PROVIDED FOR HEREIN, THE PREPARATION AND
ADMINISTRATION OF THIS AGREEMENT OR ANY AMENDMENTS, MODIFICATIONS OR WAIVERS OF
THE PROVISIONS HEREOF (WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY SHALL BE CONSUMMATED), AND
(B)
ALL OUT-OF-POCKET EXPENSES INCURRED BY THE ADMINISTRATIVE AGENT OR
ANY LENDER, INCLUDING THE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR THE
ADMINISTRATIVE AGENT OR ANY LENDER, IN CONNECTION WITH THE ENFORCEMENT OR
PROTECTION OF ITS RIGHTS IN CONNECTION WITH THIS AGREEMENT AFTER A DEFAULT OR
EVENT OF DEFAULT, INCLUDING ITS RIGHTS UNDER THIS SECTION, OR IN CONNECTION WITH
LETTERS OF CREDIT OR LOANS MADE HEREUNDER, INCLUDING ALL SUCH OUT-OF-POCKET
EXPENSES INCURRED DURING ANY WORKOUT, RESTRUCTURING OR NEGOTIATIONS IN RESPECT
OF SUCH LETTERS OF CREDIT OR LOANS.
SECTION 10.05.
BINDING EFFECT; ASSIGNMENT.
(A)
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH EACH OF THE
CREDIT PARTIES IS A PARTY WILL BE BINDING UPON AND INURE TO THE BENEFIT OF EACH
CREDIT PARTY, THE ADMINISTRATIVE AGENT, EACH OF THE LENDERS, AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS, EXCEPT THAT (I) NO CREDIT PARTY MAY ASSIGN
ITS RIGHTS HEREUNDER OR THEREUNDER OR ANY INTEREST HEREIN OR THEREIN WITHOUT THE
PRIOR WRITTEN CONSENT OF ALL THE LENDERS, AND (II) NO LENDER MAY ASSIGN OR
TRANSFER ITS RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT IN ACCORDANCE WITH THIS
SECTION.
ANY LENDER MAY AT ANY TIME PLEDGE ITS NOTE OR ANY OTHER INSTRUMENT
EVIDENCING ITS RIGHTS AS A LENDER UNDER THIS AGREEMENT TO A FEDERAL RESERVE
LENDER, BUT NO SUCH PLEDGE SHALL RELEASE THAT LENDER FROM ITS OBLIGATIONS
HEREUNDER OR GRANT TO SUCH FEDERAL RESERVE LENDER THE RIGHTS OF A LENDER
HEREUNDER ABSENT FORECLOSURE OF SUCH PLEDGE.
(B)
FROM TIME TO TIME FOLLOWING THE CLOSING DATE, EACH LENDER MAY
ASSIGN TO ONE OR MORE ASSIGNEES ALL OR ANY PORTION OF ITS PRO RATA SHARE;
PROVIDED THAT SO LONG AS NO DEFAULT OR EVENT OF DEFAULT EXISTS, (I) SUCH
ASSIGNEE IS AN ELIGIBLE ASSIGNEE, AND (II) IF SUCH ASSIGNEE IS NOT THEN A
LENDER, AN