AS THE CASE MAY BE, 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, ANY LOAN DOCUMENT OR ANY AGREEMENT, INSTRUMENT OR OTHER DOCUMENT
CONTEMPLATED HEREBY OR THEREBY, THE TRANSACTIONS OR ANY REVOLVING LOAN OR THE
USE OF THE PROCEEDS THEREOF.
(E)
ALL AMOUNTS DUE UNDER THIS SECTION SHALL BE
PAYABLE PROMPTLY, BUT IN ANY EVENT NO LATER THAN 30 DAYS, AFTER WRITTEN DEMAND
THEREFOR, ACCOMPANIED BY PROPER SUPPORTING DOCUMENTATION, AND WITHOUT PREJUDICE
TO THE BORROWER'S RIGHT TO CONTEST THE AMOUNT OR THE VALIDITY OF ANY CLAIM FOR
PAYMENT.
Section 10.04
Successors and Assigns
(A)
THE PROVISIONS OF THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
SUCCESSORS AND ASSIGNS PERMITTED HEREBY, EXCEPT THAT THE BORROWER MAY NOT ASSIGN
OR OTHERWISE TRANSFER ANY OF ITS RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE
PRIOR WRITTEN CONSENT OF EACH CREDIT PARTY (AND ANY ATTEMPTED ASSIGNMENT OR
TRANSFER BY THE BORROWER WITHOUT SUCH CONSENT SHALL BE NULL AND VOID).
NOTHING
IN THIS AGREEMENT, EXPRESSED OR IMPLIED, SHALL BE CONSTRUED TO CONFER UPON ANY
PERSON (OTHER THAN THE PARTIES HERETO, THEIR
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RESPECTIVE SUCCESSORS AND ASSIGNS PERMITTED HEREBY AND, TO THE EXTENT EXPRESSLY
CONTEMPLATED HEREBY, THE RELATED PARTIES OF EACH CREDIT PARTY) ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR BY REASON OF ANY LOAN DOCUMENT.
(B)
EACH LENDER MAY, AND, SO LONG AS NO DEFAULT
SHALL HAVE OCCURRED AND BE CONTINUING, IF DEMANDED BY THE BORROWER PURSUANT TO
3.08(B) UPON AT LEAST FIVE BUSINESS DAYS' NOTICE TO SUCH LENDER, THE ISSUING
BANK AND THE ADMINISTRATIVE AGENT WILL, ASSIGN TO ONE OR MORE ELIGIBLE ASSIGNEES
ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ALL OR A PORTION OF
ITS COMMITMENTS, THE REVOLVING LOANS (INCLUDING, FOR THE PURPOSES OF THIS
SECTION 10.04(B), PARTICIPATIONS IN LETTERS OF CREDIT) OWING TO IT AND THE NOTE
HELD BY IT); PROVIDED, HOWEVER, THAT (I) EACH SUCH ASSIGNMENT SHALL BE OF A
UNIFORM, AND NOT A VARYING, PERCENTAGE OF ALL RIGHTS AND OBLIGATIONS UNDER AND
IN RESPECT OF ANY OR ALL FACILITIES (DETERMINED AS OF THE DATE THE ASSIGNMENT
AND ACCEPTANCE WITH RESPECT TO SUCH ASSIGNMENT IS DELIVERED TO THE
ADMINISTRATIVE AGENT OR, IF "TRADE DATE" IS SPECIFIED IN THE ASSIGNMENT AND
ACCEPTANCE, AS OF THE TRADE DATE), (II) EXCEPT IN THE CASE OF AN ASSIGNMENT TO A
PERSON THAT, IMMEDIATELY PRIOR TO SUCH ASSIGNMENT, WAS A LENDER, AN AFFILIATE OF
ANY LENDER OR AN APPROVED FUND OF ANY LENDER OR AN ASSIGNMENT OF ALL OF A
LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, THE AGGREGATE AMOUNT OF
THE COMMITMENTS BEING ASSIGNED TO SUCH ELIGIBLE ASSIGNEE PURSUANT TO SUCH
ASSIGNMENT (DETERMINED AS OF THE DATE OF THE ASSIGNMENT AND ACCEPTANCE WITH
RESPECT TO SUCH ASSIGNMENT) SHALL IN NO EVENT BE LESS THAN $5,000,000 (OR SUCH