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
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 MADE IN EUROS,
STERLING OR SUCH ALTERNATIVE CURRENCY, AS THE CASE MAY BE.
12.5
CONFIRMATIONS
Each of the Borrower and each holder of any portion of the Obligations agrees
from time to time, upon written request received by it from the other, to
confirm to the other in writing (with a copy of each such confirmation to the
Administrative Agent) the aggregate unpaid principal amount of the Loan or Loans
and other Obligations then outstanding.
12.6
ADJUSTMENT; SETOFF
(A)
IF ANY LENDER (A "BENEFITED LENDER") SHALL AT ANY TIME RECEIVE ANY
PAYMENT OF ALL OR PART OF ITS LOANS, OR INTEREST THEREON, OR RECEIVE ANY
COLLATERAL IN RESPECT THEREOF (WHETHER VOLUNTARILY OR INVOLUNTARILY, BY SETOFF,
PURSUANT TO EVENTS OR PROCEEDINGS OF THE NATURE REFERRED TO IN SECTION 10.1(E)
OR SECTION 10.1(F)