CLAIM FOR
SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES AGAINST ANY OTHER PARTY
HERETO OR ANY OF ITS AFFILIATES, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS AND CONTROLLING PERSONS, ON ANY THEORY OF LIABILITY, ARISING OUT OF OR
OTHERWISE RELATING TO (I) THE NOTES, THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
ANY OTHER DOCUMENTS RELATED THERETO, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN
OR THE ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE LOANS OR (II) ANY ACTUAL OR
ALLEGED PRESENCE OR RELEASE OF MATERIALS OF ENVIRONMENTAL CONCERN ON OR FROM ANY
PROPERTY OWNED OR OPERATED BY THE BORROWER OR ANY OF ITS SUBSIDIARIES, OR ANY
ENVIRONMENTAL LIABILITY RELATED IN ANY WAY TO THE BORROWER OR ANY OF ITS
SUBSIDIARIES.
(C)
IF ANY PAYMENT OF PRINCIPAL OF, OR CONVERSION OF, ANY EURODOLLAR
RATE LOAN IS MADE BY THE BORROWER TO OR FOR THE ACCOUNT OF A LENDER OTHER THAN
ON THE LAST DAY OF THE INTEREST PERIOD FOR SUCH LOAN, AS A RESULT OF A PAYMENT
OR CONVERSION PURSUANT TO SECTION 2.10(A), 2.10(B)(I) OR (II), OR 2.13,
ACCELERATION OF THE MATURITY OF THE NOTES PURSUANT TO SECTION 6.01 OR FOR ANY
OTHER REASON, THE BORROWER SHALL, UPON DEMAND BY SUCH LENDER (WITH A COPY OF
SUCH DEMAND TO THE ADMINISTRATIVE AGENT), PAY TO THE ADMINISTRATIVE AGENT FOR
THE ACCOUNT OF SUCH LENDER ANY AMOUNTS REQUIRED TO COMPENSATE SUCH LENDER FOR
ANY ADDITIONAL LOSSES, COSTS OR EXPENSES THAT IT MAY REASONABLY INCUR AS A
RESULT OF SUCH PAYMENT OR CONVERSION, INCLUDING ANY LOSS (INCLUDING LOSS OF
ANTICIPATED PROFITS), COST OR EXPENSE INCURRED BY REASON OF THE LIQUIDATION OR
REEMPLOYMENT OF DEPOSITS OR OTHER FUNDS ACQUIRED BY ANY LENDER TO FUND OR
MAINTAIN SUCH LOAN.
(D)
WITHOUT PREJUDICE TO THE SURVIVAL OF ANY OTHER AGREEMENT OF THE
BORROWER HEREUNDER, THE AGREEMENTS AND OBLIGATIONS OF THE PARTIES CONTAINED IN
SECTIONS 2.12, 2.15 AND 8.04 SHALL SURVIVE THE PAYMENT IN FULL OF PRINCIPAL,
INTEREST AND ALL OTHER AMOUNTS PAYABLE HEREUNDER, UNDER THE NOTES OR ANY OTHER
LOAN DOCUMENT.
SECTION 8.05.
RIGHT OF SET-OFF.
UPON (I) THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT AND (II) THE MAKING OF THE REQUEST OR THE
GRANTING OF THE CONSENT SPECIFIED BY SECTION 6.01 TO AUTHORIZE THE
ADMINISTRATIVE AGENT TO DECLARE THE NOTES DUE AND PAYABLE PURSUANT TO THE
PROVISIONS OF SECTION 6.01, EACH LENDER AND EACH OF ITS AFFILIATES IS HEREBY
AUTHORIZED AT ANY TIME AND FROM TIME TO TIME, TO THE FULLEST EXTENT PERMITTED 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 OR SUCH AFFILIATE TO OR FOR THE CREDIT OR THE ACCOUNT
OF THE BORROWER AGAINST ANY AND ALL OF THE OBLIGATIONS OF THE BORROWER NOW OR
HEREAFTER EXISTING UNDER THIS AGREEMENT, THE NOTE HELD BY SUCH LENDER OR ANY
OTHER LOAN DOCUMENT, WHETHER OR NOT SUCH LENDER SHALL HAVE MADE ANY DEMAND UNDER
THIS AGREEMENT,