(C)
IF (I) TO THE LENDERS THAT ARE RELATED
FUNDS OF ADMINISTRATIVE AGENT, TO THE NOTICE ADDRESS FOR ADMINISTRATIVE AGENT
PROVIDED ABOVE AND (II) TO ANY OTHER LENDER, TO THE ADDRESS FOR SUCH LENDER SET
FORTH ON THE SIGNATURE PAGES HEREOF OR IN THE ASSIGNMENT AGREEMENT DELIVERED BY
SUCH LENDER.
All Notices will be deemed delivered when actually received.
Each of the
parties will hereafter notify the other parties in accordance with this
Section 10.2 of any change of address or telecopy number to which notice is
required to be mailed.
SECTION 10.3.
EXPENSES.
WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE CONSUMMATED OR ANY TERM LOAN SHALL BE MADE, THE
BORROWER AGREES TO PAY PROMPTLY:
(A)
ALL THE ACTUAL AND REASONABLE AND
REASONABLY DOCUMENTED COSTS AND EXPENSES OF PREPARATION OF THE LOAN DOCUMENTS
AND ANY CONSENTS, AMENDMENTS, WAIVERS OR OTHER MODIFICATIONS THERETO; THE
REASONABLE AND REASONABLY DOCUMENTED FEES, EXPENSES AND DISBURSEMENTS OF COUNSEL
TO ADMINISTRATIVE AGENT IN CONNECTION WITH THE NEGOTIATION, PREPARATION,
EXECUTION AND ADMINISTRATION OF THE LOAN DOCUMENTS AND ANY CONSENTS, AMENDMENTS,
SUPPLEMENTS, WAIVERS OR OTHER MODIFICATIONS THERETO AND ANY OTHER DOCUMENTS OR
MATTERS REQUESTED BY THE BORROWER;
(B)
ALL THE ACTUAL COSTS AND REASONABLE AND
REASONABLY DOCUMENTED EXPENSES OF CREATING AND PERFECTING LIENS IN FAVOR OF
ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE SECURED PARTIES, PURSUANT HERETO,
INCLUDING, WITHOUT LIMITATION, FILING AND RECORDING FEES, EXPENSES AND TAXES,
STAMP OR DOCUMENTARY TAXES, SEARCH FEES, TITLE INSURANCE PREMIUMS AND REASONABLE
FEES, EXPENSES AND DISBURSEMENTS OF COUNSEL TO ADMINISTRATIVE AGENT AND LENDERS;
AND
(C)
AFTER THE OCCURRENCE OF A DEFAULT OR AN
EVENT OF DEFAULT, ALL COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES
(INCLUDING, WITHOUT LIMITATION, ALLOCATED COSTS OF INTERNAL COUNSEL), AUDITORS,
ACCOUNTANTS, CONSULTANTS, ADVISORS, AGENTS AND APPRAISERS AND COSTS OF
SETTLEMENT, INCURRED BY ANY ADMINISTRATIVE AGENT AND/OR LENDERS IN ENFORCING ANY
OBLIGATIONS OF OR IN COLLECTING ANY PAYMENTS DUE FROM ANY CREDIT PARTY HEREUNDER
OR UNDER THE OTHER LOAN DOCUMENTS BY REASON OF SUCH DEFAULT OR EVENT OF DEFAULT
(INCLUDING IN CONNECTION WITH THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION
UPON ANY OF THE COLLATERAL OR THE ENFORCEMENT OF ANY GUARANTY) OR IN CONNECTION
WITH ANY NEGOTIATIONS, REVIEWS, REFINANCING OR RESTRUCTURING OF THE CREDIT
ARRANGEMENTS PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, IN THE NATURE OF
A "WORK OUT" OR PURSUANT TO ANY INSOLVENCY OR BANKRUPTCY CASES OR PROCEEDINGS.
SECTION 10.4.
ENFORCEABILITY; SUCCESSORS AND ASSIGNS.
(A)
ENFORCEABILITY; SUCCESSORS AND ASSIGNS.
THIS AGREEMENT WILL BE BINDING UPON AND INURE TO THE BENEFIT OF AND IS
ENFORCEABLE BY THE RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS OF THE PARTIES
HERETO.
THIS AGREEMENT MAY NOT BE ASSIGNED BY THE BORROWER HERETO WITHOUT THE
PRIOR WRITTEN CONSENT OF ADMINISTRATIVE AGENT AND EACH LENDER.
ANY ASSIGNMENT
OR ATTEMPTED ASSIGNMENT IN CONTRAVENTION OF THIS SECTION 10.4 WILL BE VOID AB
INITIO AND WILL NOT RELIEVE THE ASSIGNING PARTY OF ANY OBLIGATION UNDER THIS
AGREEMENT.
85
(B)
ASSIGNMENTS.
EACH LENDER MAY ASSIGN (EACH,
AN "ASSIGNMENT") TO ONE OR MORE ELIGIBLE ASSIGNEES (EACH, AN "ASSIGNEE") ALL OR
A