AGREEMENT OR ANY OTHER LOAN DOCUMENT OR
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ANY AGREEMENT OR INSTRUMENT CONTEMPLATED THEREBY, THE PERFORMANCE BY THE PARTIES
THERETO OF THEIR RESPECTIVE OBLIGATIONS THEREUNDER OR THE CONSUMMATION OF THE
TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED THEREBY, (II) THE USE OF
THE PROCEEDS OF THE LOANS, (III) ANY CLAIM, LITIGATION, INVESTIGATION OR
PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER OR NOT ANY INDEMNITEE IS A
PARTY THERETO (AND REGARDLESS OF WHETHER SUCH MATTER IS INITIATED BY A THIRD
PARTY OR BY THE BORROWER, ANY OTHER LOAN PARTY OR ANY OF THEIR RESPECTIVE
AFFILIATES), OR (IV) ANY ACTUAL OR ALLEGED PRESENCE OR RELEASE OF HAZARDOUS
MATERIALS ON ANY PROPERTY CURRENTLY OR FORMERLY OWNED OR OPERATED BY THE
BORROWER OR ANY OF THE SUBSIDIARIES, OR ANY ENVIRONMENTAL LIABILITY RELATED IN
ANY WAY TO THE BORROWER OR THE SUBSIDIARIES; PROVIDED, THAT SUCH INDEMNITY SHALL
NOT, AS TO ANY INDEMNITEE, BE AVAILABLE TO THE EXTENT THAT SUCH COSTS, EXPENSES
OR LIABILITIES RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH
INDEMNITEE (OR ITS RELATED PARTIES).
(C)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE LOAN PARTIES SHALL NOT
ASSERT, AND EACH LOAN PARTY HEREBY WAIVES, ANY CLAIM AGAINST ANY INDEMNITEE, ON
ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE
DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION
WITH, OR AS A RESULT OF, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT
CONTEMPLATED HEREBY, THE TRANSACTIONS, ANY LOAN OR THE USE OF THE PROCEEDS
THEREOF.
(D)
THE PROVISIONS OF THIS SECTION 10.05 SHALL SURVIVE THE EXPIRATION OF THE
TERM OF THIS AGREEMENT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY, THE REPAYMENT OF ANY OF THE LOANS, THE EXPIRATION OF THE COMMITMENTS,
THE INVALIDITY OR UNENFORCEABILITY OF ANY TERM OR PROVISION OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY INVESTIGATION MADE BY OR ON BEHALF OF THE
ADMINISTRATIVE AGENT OR ANY LENDER.
ALL AMOUNTS DUE UNDER THIS SECTION 10.05
SHALL BE PAYABLE ON WRITTEN DEMAND THEREFOR.
SECTION 10.06.
RIGHT OF SETOFF.
IF AN EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING, EACH LENDER IS HEREBY AUTHORIZED AT ANY TIME AND
FROM TIME TO TIME, EXCEPT TO THE EXTENT PROHIBITED BY LAW, TO SET OFF AND APPLY
ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL OR FINAL)
AT ANY TIME HELD AND OTHER INDEBTEDNESS AT ANY TIME OWING BY SUCH LENDER TO OR
FOR THE CREDIT OR THE ACCOUNT OF THE BORROWER OR THE PARENT AGAINST ANY OF AND
ALL THE OBLIGATIONS OF THE BORROWER OR THE PARENT NOW OR HEREAFTER EXISTING
UNDER THIS AGREEMENT AND OTHER LOAN DOCUMENTS HELD BY SUCH LENDER, IRRESPECTIVE
OF WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND UNDER THIS AGREEMENT OR
SUCH OTHER LOAN DOCUMENT AND ALTHOUGH SUCH OBLIGATIONS MAY BE UNMATURED.
THE
RIGHTS OF EACH LENDER UNDER THIS SECTION 10.06 ARE IN ADDITION TO OTHER RIGHTS
AND REMEDIES (INCLUDING OTHER RIGHTS OF SETOFF) WHICH SUCH LENDER MAY HAVE.
SECTION 10.07.
APPLICABLE LAW.
THIS