IT
TO BE DONE OR REMEDY ANY SUCH BREACH, AND MAY EXPEND ITS FUNDS FOR SUCH PURPOSE,
AND WILL USE ITS BEST EFFORTS TO GIVE PROMPT WRITTEN NOTICE TO THE BORROWER THAT
IT PROPOSES TO TAKE SUCH ACTION.
ANY AND ALL AMOUNTS SO EXPENDED BY THE
ADMINISTRATIVE AGENT SHALL BE REPAID TO IT BY THE BORROWER PROMPTLY UPON THE
ADMINISTRATIVE AGENT'S DEMAND THEREFOR, WITH INTEREST AT THE DEFAULT RATE IN
EFFECT FROM TIME TO TIME DURING THE PERIOD INCLUDING THE DATE SO EXPENDED BY THE
ADMINISTRATIVE AGENT TO THE DATE OF REPAYMENT.
TO THE EXTENT THAT THE
UNDERTAKING TO INDEMNIFY, PAY OR HOLD HARMLESS THE ADMINISTRATIVE AGENT, THE UK
SECURITY TRUSTEE OR ANY LENDER AS SET FORTH IN THIS SECTION 12.4 MAY BE
UNENFORCEABLE BECAUSE IT IS VIOLATIVE OF ANY LAW OR PUBLIC POLICY, THE BORROWER
SHALL MAKE THE MAXIMUM CONTRIBUTION TO THE PAYMENT AND SATISFACTION OF EACH OF
THE INDEMNIFIED LIABILITIES WHICH IS PERMISSIBLE UNDER APPLICABLE LAW.
THE
OBLIGATIONS OF THE BORROWER UNDER THIS SECTION 12.4 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT, THE ASSIGNMENT BY ANY LENDER OF ALL OR ANY PART
OF ITS CREDIT EXPOSURE HEREUNDER AND THE DISCHARGE
155
OF THE BORROWER'S OTHER OBLIGATIONS HEREUNDER.
EXCEPT AS SPECIFICALLY PROVIDED
FOR IN THIS AGREEMENT, NO PARTY HERETO SHALL BE ENTITLED TO RECOVER FROM ANY
OTHER PARTY HERETO ANY AMOUNT IN RESPECT OF EXEMPLARY, PUNITIVE, SPECIAL,
INDIRECT, REMOTE, OR SPECULATIVE DAMAGES, INCLUDING LOST PROFITS.
B.
FOREIGN EXCHANGE INDEMNITY.
IF ANY SUM
DUE FROM THE BORROWER UNDER THIS AGREEMENT OR ANY ORDER OR JUDGMENT GIVEN OR
MADE IN RELATION HERETO HAS TO BE CONVERTED FROM THE CURRENCY (THE "FIRST
CURRENCY") IN WHICH THE SAME IS PAYABLE HEREUNDER OR UNDER SUCH ORDER OR
JUDGMENT INTO ANOTHER CURRENCY (THE "SECOND CURRENCY") FOR THE PURPOSE OF
(I) MAKING OR FILING A CLAIM OR PROOF AGAINST THE BORROWER WITH ANY GOVERNMENTAL
AUTHORITY OR IN ANY COURT OR TRIBUNAL, OR (II) ENFORCING ANY ORDER OR JUDGMENT
GIVEN OR MADE IN RELATION HERETO, THE BORROWER SHALL INDEMNIFY AND HOLD HARMLESS
EACH OF THE PERSONS TO WHOM SUCH SUM IS DUE FROM AND AGAINST ANY LOSS ACTUALLY
SUFFERED AS A RESULT OF ANY DISCREPANCY BETWEEN (A) THE RATE OF EXCHANGE USED TO
CONVERT THE AMOUNT IN QUESTION FROM THE FIRST CURRENCY INTO THE SECOND CURRENCY,
AND (B) THE RATE OR RATES OF EXCHANGE AT WHICH SUCH PERSON, ACTING IN GOOD FAITH
IN A COMMERCIALLY REASONABLE MANNER, PURCHASED THE FIRST CURRENCY WITH THE
SECOND CURRENCY AFTER RECEIPT OF A SUM PAID TO IT IN THE SECOND CURRENCY IN
SATISFACTION, IN WHOLE OR IN PART, OF ANY SUCH ORDER, JUDGMENT, CLAIM OR PROOF.
THE FOREGOING INDEMNITY SHALL CONSTITUTE A SEPARATE OBLIGATION OF THE BORROWER
DISTINCT FROM ITS OTHER OBLIGATIONS HEREUNDER AND SHALL SURVIVE THE GIVING OR
MAKING OF ANY JUDGMENT OR ORDER IN RELATION TO ALL OR ANY OF SUCH OTHER
OBLIGATIONS.
NOTWITHSTANDING THE FOREGOING, PAYMENTS OF PRINCIPAL AND INTEREST
ON LOANS DENOMINATED IN EUROS, STERLING OR AN ALTERNATIVE CURRENCY, AS THE CASE
MAY BE, SHALL BE