ANY OF THE FOREGOING) AND REASONABLE
ATTORNEYS' FEES, SUFFERED OR INCURRED BY THE ADMINISTRATIVE AGENT OR ANY LENDER
WHICH ARISE, RESULT FROM OR IN ANY WAY RELATE TO A BREACH OR VIOLATION BY ANY
LOAN PARTY OF ANY APPLICABLE ENVIRONMENTAL LAWS, EITHER PRIOR TO OR SUBSEQUENT
TO THE DATE HEREOF, INCLUDING THE ASSERTION OR IMPOSITION OF ANY LIEN ON ANY
LOAN PARTY'S ASSETS, OR WHICH RELATE TO OR ARISE OUT OF ANY ENVIRONMENTAL
LIABILITY.
EACH LOAN PARTY'S OBLIGATIONS HEREUNDER SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND THE REPAYMENT OF THE LOANS.
(E)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE BORROWER SHALL NOT ASSERT, AND 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 LETTER OF CREDIT
OR THE USE OF THE PROCEEDS THEREOF.
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(F)
ALL AMOUNTS DUE UNDER THIS SECTION SHALL
BE PAYABLE NOT LATER THAN TEN (10) DAYS AFTER WRITTEN DEMAND THEREFOR.
SECTION 9.04.
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 (including
any Affiliate of the Issuing Bank that issues any Letter of Credit), except that
(i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section.
Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal
or equitable right, remedy or claim under or by reason of this Agreement.
(B)
(I) SUBJECT TO THE CONDITIONS SET FORTH IN
PARAGRAPH (B)(II) BELOW, ANY LENDER MAY ASSIGN TO ONE OR MORE ASSIGNEES ALL OR A
PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ALL OR A
PORTION OF ITS COMMITMENT AND THE LOANS AT THE TIME OWING TO IT) WITH THE PRIOR
WRITTEN CONSENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD) OF:
(A)
THE BORROWER, PROVIDED THAT NO CONSENT OF THE
BORROWER SHALL BE REQUIRED FOR AN ASSIGNMENT TO A LENDER, AN AFFILIATE OF A
LENDER, AN APPROVED FUND OR, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, ANY OTHER ASSIGNEE;
(B)
THE ADMINISTRATIVE AGENT, PROVIDED THAT NO
CONSENT OF THE ADMINISTRATIVE